Introduction. By entering into this Agreement, You are requesting to participate in the Program where FiringSquad provides hosting services at the direction of content providers who seek to make their content available to end users, subject to the terms of this Agreement. "You" means you or, if you are entering into this Agreement on behalf of your employer or another entity, then "You" means that employer or entity and affiliates. We may revise the terms of this Agreement by providing the new terms and conditions for You to accept or reject when You next log in to the Program and by sending notice to You at your email address of record. You must accept or reject the new terms and conditions within five (5) days from the date the notice was sent to You, by logging into your FiringSquad Matrix user account and accepting or rejecting the new terms. If You do not accept or reject the new terms within the five (5) day period, You will be deemed to have accepted and be bound by the new terms. If You do not wish to be bound by the new terms, you must terminate this Agreement but You will no longer be able to participate in the Program.

1. Program Participation. Participation in the Program is subject to FiringSquad's prior approval and Your continued compliance with the terms of this Agreement. We reserve the right to refuse participation to any applicant or participant at any time in our sole and absolute discretion, and to withdraw content, suspend, restrict and/or terminate the services provided under this Agreement and Your participation in the Program, immediately without notice to You and without liability to FiringSquad, for any reason, including repeat violations of our copyright policy or other Program policies. You must register for the Program and create an account in order to participate in the Program. To register and create an account, go to our Registration page. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by FiringSquad (including by electronic mail). You are solely responsible for keeping your email address and other contact information updated.

2. Your Content. After entering into this Agreement, You may designate content for hosting and display to end users by uploading such content directly to Us and by providing additional information about Your content in the form provided online when You upload Your content. All content so designated by You and contained within or provided by You in association with such content, including but not limited to all images, closed captioning, metadata and music, is referred to collectively as "Authorized Content." FiringSquad shall have no obligation whatsoever to return any materials delivered to it for uploading under this Agreement.

3. Use of Content. By entering into this Agreement and uploading, sending or otherwise making available Your Authorized Content to FiringSquad, you are directing and authorizing FiringSquad to, and granting FiringSquad a royalty-free, non-exclusive right and license to, host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, facilitate the sale or rental of copies of, analyze, and create algorithms based on the Authorized Content in order to (i) host the Authorized Content on FiringSquad's servers, (ii) index the Authorized Content; (iii) display, perform and distribute the Authorized Content, in whole or in part, in connection with FiringSquad products and services now existing or hereafter developed. This license gives FiringSquad the right to display Your Authorized Content via streaming and/or downloading technologies, and to display limited excerpts of Your Authorized Content. FiringSquad may in its sole discretion display a link or links to the website You designate (subject to FiringSquad's approval) in the Metadata Form in connection with any display of Your Authorized Content. Unless You specify otherwise in the Video Information Page, FiringSquad reserves the right to display advertisements ("Ads") in connection with any display of Your Authorized Content. Notwithstanding the foregoing, FiringSquad is not required to host, index, or display any Authorized Content uploaded or otherwise provided to FiringSquad, and may remove or refuse to host, index or display any Authorized Content. FiringSquad is not responsible for any loss, theft, intellectual property infringement or damage of any kind to the Authorized Content.

4. Promotional License, Brand Features, Publicity. You hereby grant FiringSquad a non-exclusive, world-wide, royalty-free license to use Your name and logo ("Brand Features"), in connection with Your Authorized Content, and to use limited excerpts from Your Authorized Content for advertising or promotional purposes, including without limitation the right to publicly display, perform, reproduce and distribute such excerpts and Brand Features on the Internet and in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If this Agreement is terminated, FiringSquad may continue to use such excerpts and Brand Features that are in existence as of the date of termination until such materials are depleted or are redesigned, whichever comes first.

5. Proprietary Rights. Nothing contained in this Agreement conveys any ownership right to Us in any of the Authorized Content, or other materials provided by You. You acknowledge that as between You and FiringSquad, FiringSquad owns all right, title and interest in and to the Program, FiringSquad products and services, including without limitation, all intellectual property rights.

6. Confidentiality. You agree not to disclose FiringSquad Confidential Information without Our prior written consent. "FiringSquad Confidential Information" includes without limitation: (i) all FiringSquad software, technology, programming, technical specifications, materials, guidelines and documentation relating to this Program; (ii) any click-through rates, financial information (including pricing), business information, including operations, planning, marketing interests, products, and any other reporting information (including revenues, if any, paid to You by FiringSquad) provided by FiringSquad; and (iii) any other information designated in writing by FiringSquad as "Confidential" or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary under the circumstances. It does not include information that has become publicly known through no breach by You, or information that has been (a) independently developed without access to FiringSquad Confidential Information, as evidenced in writing; (b) rightfully received by You from a third party without a breach of confidentiality by such third party; or (c) required to be disclosed by law or by a governmental authority.

7. Disclaimer and Limitation of Liability. THE PROGRAM, FIRINGSQUAD PRODUCTS AND SERVICES, ANY COPY PROTECTION, SECURITY FEATURES ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. FIRINGSQUAD AND ITS LICENSORS AND THIRD-PARTY SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO TELECOMMUNICATIONS, SERVER AND HOSTING SERVICES, POWER SUPPLIERS, AND OTHER SERVICE PROVIDERS (COLLECTIVELY, "SERVICE PROVIDERS") EXPRESSLY DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE PROGRAM, ANY TECHNOLOGY USED IN CONNECTION THEREWITH, THE AUTHORIZED CONTENT, THE DELIVERY OR AVAILABILITY OF ANY ADVERTISEMENTS, TERRITORY RESTRICTION FEATURES AND TECHNOLOGY, AND THE UPLOADER, THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND WARRANTIES AS TO THE PERFORMANCE OF COMPUTERS, NETWORKS OR ADS. FIRINGSQUAD, ITS LICENSORS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT ANY FIRINGSQUAD PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE RESULTS OR INFORMATION OBTAINED FROM USE OF FIRINGSQUAD PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE. IN NO EVENT SHALL FIRINGSQUAD, ITS LICENSORS AND SERVICE PROVIDERS BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

YOU UNDERSTAND AND AGREE THAT YOU USE THE PROGRAM AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR AUTHORIZED CONTENT, AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD.

8. You Must Have the Right to Use All of the Images, Music and Data of Any Sort in Your Authorized Content, and You Must Have the Right to Grant the Licenses in this Agreement. By entering into this Agreement and uploading or otherwise providing Your Authorized Content to FiringSquad, You represent and warrant to FiringSquad the following:

(a) You are at least 18 years of age if You are a natural person;

(b) all of the information provided by You to FiringSquad to enroll and participate in the Program is correct and current (including without limitation information You provide in the Metadata Form);

(c) the Authorized Content is not, in whole or in part, pornographic or obscene;

(d) You hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in and to Your Authorized Content and Your Brand Features to enter into this Agreement and to grant the rights granted herein;

(e) You have the legal right and authority to enter into this Agreement, to perform the acts required of You under the Agreement, and to grant the rights and licenses described in this Agreement. You further represent and warrant that (i) the Authorized Content and the rights and licenses granted to FiringSquad under this Agreement and FiringSquad's authorized use of Your Authorized Content (including the public display, public performance, distribution and reproduction of Your Authorized Content): (i) do not and will not violate any applicable law, statute, ordinance or regulation and (ii) do not breach and will not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort or contract theories and (ii) that the web site (including products and services therein) You designate in the Metadata Form to which FiringSquad may display a link in connection with the display of the Authorized Content does not and will not violate or encourage violation of any applicable law, statute, ordinance or regulation.

9. Your Obligation to Indemnify. You agree to indemnify, defend and hold FiringSquad and its respective directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss and expense (including reasonable legal fees, damage awards, and settlement amounts) brought against any Indemnified Person(s) arising out of, or related to or which may arise from Your Authorized Content, Your Brand Features, FiringSquad's authorized use of any of the foregoing, Your use of the Program and/or Your breach of this Agreement. The Indemnified Persons may in their sole discretion control the defense, at Your expense, of any claim indemnified herein. In the event that the Indemnified Parties determine not to control the defense of any claim hereunder, any Indemnified Person may join in defense with counsel of its choice at its own expense. You will not settle or resolve any such claim in a manner that imposes any liability or obligation on FiringSquad or affects FiringSquad's rights in connection therewith without the advance written approval of FiringSquad, which will not be unreasonably withheld or delayed.

10. Termination; Withdrawal of Content. Either party may terminate this Agreement immediately upon written notice to the other party if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. You may terminate this Agreement for convenience upon thirty (30) days prior written notice. You may withdraw Your Authorized Content from public display in the Program by providing FiringSquad with a written request. FiringSquad will use commercially reasonable efforts to remove Your Authorized Content from public display within thirty (30) days from receipt of notice of termination or withdrawal. FiringSquad may at any time in its sole discretion and without liability to FiringSquad terminate the Program or any product, service or feature offered in the Program, terminate this Agreement, or withdraw any Authorized Content in the Program.

11. Privacy and Information Rights. You agree that We may use information that You provide to Us when You register for the Program in accordance with the privacy policy located at our Privacy Policy page. In addition, You agree that FiringSquad may transfer and disclose this information, including personally identifiable information, to third parties for the purpose of approving and enabling your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. FiringSquad may provide any of the above information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. FiringSquad disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party.

12. General.

a. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) if to You at the electronic mail address You provide in registering for the Program and (b) if to FiringSquad to such address as provided at www.FiringSquad.com/corporate/address.html or as otherwise provided in writing for such notice purposes. A second copy of every notice to FiringSquad shall be sent to the same address, "Attn: Legal Dept." Notice shall be deemed received (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail, or (v) by electronic mail when sent by FiringSquad only. Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.

b. Miscellaneous. You may not resell, assign or transfer any of Your rights hereunder. Any such attempt shall be null and void. The relationship between FiringSquad and You is not one of a legal partnership relationship, but is one of independent contractors. The words "You" or "Your" shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights relating to Authorized Content under applicable law, including but not limited to copyright law. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet or other network disturbances. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches. The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect. Except as to any prior version of this Content Hosting Service Agreement between you and FiringSquad that sets forth the license to and use by FiringSquad of your Authorized Content, (i) nothing in this Agreement is intended to be, or will be construed as, altering, revising, modifying or otherwise amending any other content hosting services agreement; and (ii) in the event of a conflict between this Agreement and any other content hosting service agreement that You enter into with FiringSquad with respect to Your Authorized Content, the terms of that other content hosting services agreement shall govern. Except as otherwise set forth herein, this Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. This Agreement shall be construed as if jointly drafted by the parties. This Agreement shall be governed by the laws of the State of California, without regard to its principles of conflicts of law. Any litigation hereunder shall be brought in any state or federal court of competent jurisdiction in Los Angeles County, California; the parties agree that venue shall be proper in, and consent to the personal jurisdiction of, such courts. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive any expiration or termination of this Agreement.