V-sponse Upload Service

ZENCAT V-sponse Upload Service Agreement

Please read this V-sponse Upload Service Agreement carefully because it is a part of the Terms of Use and represents your legally binding agreement with us regarding your use of the ZENCAT service that allows you to upload videos to ZENCAT sites to be seen and shared (the “Upload Service”). Herein, we shall refer to all such user uploads as “V-sponses” (further defined below) and this agreement as the “Upload Agreement.” Unless defined separately, terms used in the Upload Agreement are defined in our Terms of Use. The Upload Service may operate not only on and in conjunction with ZENCAT Services, but also the websites of third parties with which ZENCAT chooses to associate and/or to which ZENCAT chooses to make available all or any part of our Upload Service and their and our licensors, suppliers, agents, licensees, franchisees, representatives, successors and assigns (collectively, the “Associated Entities”) and consequently all references to our Upload Service, unless the context clearly requires otherwise, includes ZENCAT Services and the websites of the Associated Entities.

When you click the “I Accept” box to upload a V-sponse, or by using or attempting to use the Upload Service, you are signifying your agreement with and acceptance of all the terms and conditions herein, as well as those in the Terms of Use and the Privacy Policy. If you are acting as an officer, director or employee of an organization, by accepting, you represent and warrant you have full legal authority to bind that organization. All Users who want to upload V-sponses or use any of the interactive features of the ZENCAT Services, such as posting Comments, or using our Communities, must be registered Members of the Site.

We have the right to change the terms and conditions of the Upload Agreement any time as described in our Terms of Use . If you do not agree with all the terms and conditions of the Upload Agreement at any time, including, without limitation, those times when we make changes, do not use, do not attempt to use, and immediately discontinue your use of, the Upload Service, because if you do any of these things you are agreeing to be bound by all of the terms and conditions of the Upload Agreement, including, without limitation, any changes we have made.

You must meet the age requirements in Section 2 and the editorial requirements in Section 3 of this Upload Agreement and each and every time you submit or attempt to submit a V-sponse, among other things, you will be asked to confirm your compliance.

1. Submitting V-sponses.

We will use the term “V-sponse” to mean and refer to any and all content, media and materials you submit to or for the Upload Service, whether directly to us or through any of the Associated Entities, including, without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying descriptions, tags, titles, documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in color, alone or in conjunction with other works or characters, real or imaginary, in any part of the world.

To submit V-sponses to the Upload Service you must upload your V-sponse (transmit a copy of the digital video file) through the Internet through ZENCAT Services or through a website of one of the Associated Entities with whom we have made arrangements that will allow you to upload your V-sponses through their websites. Whether directly through or to ZENCAT or any Associated Entity, each time you upload V-sponse (or if you attempt to do so) you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of the Upload Agreement. The instructions for uploading your V-sponse are on the upload webpage. In order for us to display your V-sponse to the public, it must meet all the specifications and requirements relating to formatting, compatibility and operating characteristics, which can be found on the upload webpage, as well as our editorial requirements (below). To submit V-sponses, you will also need to meet our age requirements (below). When submitting V-sponses to or for any of the Associated Entities, you may also be required to comply with terms and conditions that they may separately require. You should check with them for these requirements, terms and conditions, since they, not us, control their own websites and submission and display requirements, as well as the information they may obtain about you during that process.

When you submit a V-sponse to the Upload Service, you may also be asked to provide some information about you and your V-sponse, including such things as a descriptive title, information about the material, length, your location and/or similar information. By submitting your V-sponse, you understand and agree that the term “V-sponse” includes, without limitation, and refers to all of the information you submit or we may receive that is related to your submission. Always keep a copy of anything you send because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable videos. Proof that you submitted a V-sponse does not constitute proof that we or any of the Associated Entities received it.

2. Age Requirements.

Some material on or accessible from ZENCAT Services may not be suitable for children under 13 years of age. The Upload Service is only available for use by persons who are 13 years of age or older. You may not use or be registered to use ZENCAT Services if you are under the age of 13. If you are not yet 13 years old, do not use or attempt to use the Upload Service. You should carefully read our Privacy Policy for more information regarding the collection of personal information from individuals 13 and older. Even if you are over 13 years old, you may be subject to different requirements depending upon where you live and you must comply with the laws that apply to you.

3. Editorial Requirements.

You are solely responsible and liable for the V-sponses (and the consequences of them) made under your name, user name, email address, password and/or your registration and profile information, if any. V-sponses do not reflect the views of ZENCAT or any of the Associated Entities and neither ZENCAT, nor any of the Associated Entities represents or guarantees the truthfulness, accuracy, or reliability of any V-sponse, nor endorses or supports any opinions expressed in any V-sponse, and except for attempting to prevent Violative Material (as defined below) from being displayed, we do not filter or screen any V-sponses. In no event shall ZENCAT or any Associated Entity have or be construed to have any responsibility or liability for or in connection with any of V-sponse. If we determine, in our sole discretion, you have not met the age requirements or our editorial requirements or if, in our judgment, you or any V-sponse you submit violates the Upload Agreement, the Terms of Use , the Privacy Policy or any other agreement you have entered into with ZENCAT, we reserve the right, at any time, without notice and without limiting any and all other rights we may have to (a) refuse to allow you to submit further V-sponses, (b) remove and delete your V-sponses, (c) revoke your registration and right to use ZENCAT Services and (d) use any technological, legal, operational or other means available to enforce the terms of our agreements with you, including, without limitation, blocking specific IP addresses, deactivating your registration or your access to ZENCAT Services using your e-mail address, your user name and password.

We make no claim the Upload Service or any V-sponse is appropriate for any particular purpose or audience, or that any video, software or any of the ZENCAT Services may be accessed, used or downloaded outside of the United States. Such access may not be legal for certain persons or in certain countries and you do so at your own risk. You are responsible for compliance with the laws of your jurisdiction. The United States controls the export of products and information and you agree to comply with any restrictions and not to export or re-export any V-sponses, information, software, materials, products or services to countries or persons prohibited under the export control laws and regulations.

You agree you will not submit or attempt to submit, and we have the right, but not the obligation, to reject, refuse to accept, remove or otherwise handle as ZENCAT deems appropriate, any “Violative Material” which is defined as any V-sponse or other User Posting that is or could be construed as:

violating any of the terms and conditions of the Upload Agreement, the Terms of Use or the Privacy Policy;

violating any of the Rules of Conduct set forth in our Terms of Use , including, without limitation, the rules against posting material that is abusive, defamatory, pornographic or obscene, a violation of anyone’s copyright, trademark, patent or other intellectual property rights or privacy rights;

causing harm or harassment to anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying ZENCAT Services;

allowing unauthorized access to the Upload Service or to the information of other Users;

causing the modification, impairment, disruption, alteration or interference with the use, features, functions, operation or maintenance of any ZENCAT Services; or

violating any requirements, rules, terms or conditions that may be applicable to the Associated Entities in connection with the Upload Service.

Neither ZENCAT nor any Associated Entity controls any V-sponse submitted and, although we may use both automated and manual means of reviewing V-sponses in order to prevent Violative Material from being displayed on ZENCAT Services, we do not have any obligation to review, evaluate or monitor V-sponses for that or any other purpose. ZENCAT reserves the right to review any submitted V-sponse and to delete, remove, move, edit or reject, without notice to you, any V-sponse that ZENCAT deems, in its sole discretion, to be Violative Material, or to be unacceptable to ZENCAT or any of the Associated Entities, for any reason or for no reason whatsoever; provided, however, that ZENCAT shall have no obligation or liability for failure to do so or for doing so in any particular manner. If ZENCAT receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law (See Section 4 below), ZENCAT may remove V-sponses associated with such claims. ZENCAT reserves the right to provide information to law enforcement officials and governmental agencies pursuant to judicial or regulatory compulsion and to comply with legal, regulatory, audit and compliance obligations.

4. Violations of Copyright; Breaches of Agreements.

If you believe any V-sponse violates the copyright of any other party, you can notify us by emailing our Designated Agent at copyright@uncensoredinterview.com. See Notice and Procedure for Making Claims of Copyright Infringement in the Terms of Use for details on notifying us. If you believe any V-sponse or the conduct of any other User violates the Upload Agreement or in any way (other than copyright infringement) infringes upon the rights of others, you may notify us by email at content@uncensoredinterview.com. We have no obligation to respond or reply to any notifications you send us, and we reserve the right to take any or no action in our sole discretion.

5. Rights Granted to ZENCAT and the Associated Entities.

In connection with each and every V-sponse you submit to or through the Upload Service, you grant to ZENCAT and the Associated Entities the nonexclusive, unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format, on or through any medium and with any technology or device now known or hereafter discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, supplement, enhance, excerpt, extract, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your V-sponse on ZENCAT Services, and any sites, channels, services, and other distribution platforms of ZENCAT and any Associated Entities (collectively, the “Platforms”), for not-for-profit, commercial, educational or any purpose whatsoever (including, without limitation, for the promotion of ZENCAT, the ZENCAT Services, and the Associated Entities) without accounting, notification or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to ZENCAT and the Associated Entities, in our sole discretion. For the avoidance of doubt, and without limiting the generality of the rights granted to ZENCAT and the Associated Entities, these rights include, without limitation, the right to create derivative works of, distribute and synchronize all or any portion of your V-sponse in timed relation to any other visual elements; to webcast, podcast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of your V-sponse; to encrypt, encode and decode, and compress and decompress all or any portion of your V-sponse; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of your V-sponse; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your V-sponse; and to excerpt and/or extract portions of your V-sponse in order to host, store, index, categorize and display your V-sponse on or through the Platforms.

By submitting your V-sponse to the Upload Service, in addition to the rights, licenses and privileges referred to above, you are also granting ZENCAT and each of the Associated Entities the nonexclusive, unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission to use and refer to your name, logo, marks, image, characteristics or other distinctive identification on the Platforms and in presentations, marketing materials, customer lists and financial reports, to do, perform, take advantage of and exploit any and all of the rights set forth herein in connection with the marketing, advertising and promotion of ZENCAT, the Platforms, and any products, goods, features, functions, capabilities and/or services associated with ZENCAT and/or any of the Associated Entities and to use and otherwise exploit any ideas, concepts, content, material, expression or form of expression, in whole or in part, contained in your V-sponse, for any purpose whatsoever, without any compensation or accounting to you, in products or services developed by ZENCAT or its affiliates, without limitation or restriction whatsoever.

The rights, licenses and privileges described in this Upload Agreement and granted to ZENCAT and the Associated Entities shall commence immediately upon submission of a V-sponse to or through the Upload Service (by upload or any other means we or any of the Associated Entities make available to you) and continue thereafter perpetually and indefinitely, regardless of whether you continue or remain a registered Member or not, unless and until such grant of rights is terminated, in whole or in part, by ZENCAT on notice to you. Notwithstanding the foregoing, you acknowledge and agree that neither ZENCAT, nor any Associated Entity, shall be required or have any obligation to host, index, display, accept or use any submitted V-sponse (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and ZENCAT may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any V-sponse. Once you submit or attempt to submit your V-sponse to or through the Upload Service, whether to or through ZENCAT or an Associated Entity, you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to ZENCAT or the Associated Entity. You are not entitled to and you will not receive any compensation or other consideration for your V-sponse or any use made of your V-sponse once submitted to or through the Upload Service, whether on the Site or an Associated Entity’s website. You also understand and agree that no use by us of all or any portion of your V-sponse, nor any commercial, advertisement, promotional, marketing or other material associated with your V-sponse, need be submitted to you for approval prior to our use.

You hereby release and hold harmless ZENCAT, the Associated Entities and its and their respective officers, directors, partners, employees, agents, licensors, representatives, advertisers, service providers and suppliers from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your V-sponse, including, without limitation, any and all liability for any use or nonuse of the your V-sponse, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. ZENCAT and the Associated Entities have the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, delegate, outsource or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties, without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with your V-sponses and the rights granted to ZENCAT and the Associated Entities hereunder.

ZENCAT has the right to license, authorize and/or otherwise enter into agreements and arrangements with any third party to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Upload Agreement, in whole or in part. To the extent ZENCAT does so, when you submit a V-sponse to or through the Upload Service, each such third party shall be entitled to exercise and benefit from the terms and conditions, rights, licenses and authorizations granted to ZENCAT hereunder and related thereto as if you had entered into this Upload Agreement with such third party.

6. Ownership.

ZENCAT retains all right, title and interest in and to the Upload Service, including, without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world and you acquire no ownership, proprietary or other rights, title or interest in or to the Upload Service. If ZENCAT or any of the Associated Entities provides you with software or other capabilities or makes software or capabilities available to assist you in any download, upload, stream or other process, the software and/or such capabilities is and are provided “as is” without representations or warranties of any kind. You acquire no rights in or to such software or capabilities other than a limited, revocable, non-exclusive and non-transferable license to use same, solely in connection with ZENCAT Services as specified by us or any of the Associated Entities. We will not be liable for malfunctions, loss of data, damage to hardware, programs or devices resulting from use of any software, capabilities or interaction with our Upload Service. You must use your own programs and firewalls to scan all software, to prevent intrusion, viruses, other malicious code and damage.

Except for the licenses, authorizations, consents and rights granted hereunder and described in this Upload Agreement, as comprehensive and broad as they may seem or actually be, ZENCAT acquires no title or ownership rights in or to any V-sponses you submit through the Upload Service and nothing in this Upload Agreement conveys to us any ownership rights in your V-sponses. ZENCAT is acting only as a host, bulletin board or conduit for submitted V-sponses in connection with our Services, with all of the specific rights granted by you hereunder. Although by your submission of each and every V-sponse you are requesting and directing us and any of the Associated Entities to take advantage of and exploit all of the rights and privileges granted hereunder (including, without limitation, the right to display and post the V-sponses), neither we, nor any of the ZENCAT Affiliates, have any obligation to do any of these things.

You must own the rights to each V-sponse you submit and each element of each V-sponse you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described herein. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Upload Agreement and perform and comply with all of its obligations. You represent, warrant and covenant to ZENCAT and by submitting each V-sponse to or through the Upload Service, you reaffirm each such representation, warranty and covenant, that (a) you are not a minor and you have the legal right and capability to enter into this Upload Agreement and perform and comply with all of its terms and conditions; (b) all of the information provided by you associated with your use of the Upload Service and each time you submit a V-sponse to or through the Upload Service, is accurate, complete and current, (c) neither your V-sponse or your submission of any V-sponse violates this Upload Agreement, any rights of any other party, any of your obligations, any law or regulation or infringes upon or misappropriates any intellectual property, privacy, publicity or other rights of any party, (d) you have read, complied and agree with all the conditions of the Terms of Use; and (e) you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Upload Agreement as described. Upon the request of ZENCAT, you will furnish ZENCAT any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Upload Agreement, including, without limitation, the foregoing representations, warranties and covenants.

You acknowledge that other persons may have submitted V-sponses to us or the Associated Entities, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your V-sponse or concepts contained therein, and you understand and agree you will not be entitled to any compensation from ZENCAT or the Associated Entities because of the use or exploitation thereof. Your submission of a V-sponse, or any posting or display thereof, is not any admission of novelty, priority or originality.

7. Financial Consideration.

ZENCAT and each of the Associated Entities reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its businesses and any and all arrangements made with respect thereto, without accounting, obligation or liability to you, notwithstanding that your V-sponse may be displayed on or otherwise used by or in connection with the ZENCAT Services, and that your V-sponse may be the subject of revenue being realized by ZENCAT and/or any Associated Entity.

8. Indemnification.

Your indemnification obligations under the Terms of Use include, without limitation, any third party claims arising from, related to or caused by your V-sponse, the submission of your V-sponse and/or in any way associated with this Upload Agreement and/or the Upload Service.

9. Disclaimers and Limitation of Liability.

ZENCAT SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND YOUR USE OF THE UPLOAD SERVICE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR V-SPONSE, THE REPRESENTATIONS AND OBLIGATIONS UNDER THIS AGREEMENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE UPLOAD SERVICE. ZENCAT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE SERVICE, ANY CONTENT, MATERIAL, SOFTWARE, INFORMATION, DATA, SOFTWARE, CAPABILITIES MADE AVAILABLE TO YOU, RESOURCES, FACILITIES, PRODUCTS AND/OR SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE UPLOAD SERVICE WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER.

THE UPLOAD SERVICE IS MAINTAINED ON SERVERS IN THE UNITED STATES INTENDED FOR USERS AND USE THAT IS NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION. ZENCAT DISCLAIMS ALL LIABILITY FOR ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS UPLOAD AGREEMENT OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR COUNTRY. ZENCAT EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES.

10. General.

The Terms of Use , incorporating this Upload Agreement and the Privacy Policy , is the entire agreement between you and us relating to the Upload Service and the subject matter of this Upload Agreement and supersedes any prior or inconsistent agreements. ZENCAT may terminate this Upload Agreement with you and your right to use the Upload Service at any time without notice to you.

ZENCAT’s V-sponse Upload Service Agreement was last modified on February 18, 2008 and is effective immediately.