[BEFORE ACCESSING OR USING ANY PART OF THE "SITES" OR "SERVICE" (BOTH AS DEFINED BELOW) READ THE FOLLOWING TERMS OF USE. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, THE USER ("YOU") AGREES TO BECOME BOUND BY THESE TERMS OF USE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE TERMS OF USE, CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SITES OR THE SERVICE.]

PLEASE READ THESE TERMS OF USE CAREFULLY. YOUR USE OF OR ACCESS TO THE SITES AND/OR SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS OF USE.

Application of Terms of Use

The following terms and conditions govern all use of the various websites owned and operated by Vidiac, Inc. (Vidiac) (including, without limitation, www.Vidiac.com) (collectively, the Sites) and the services available on or in connection with the Sites, which may include, without limitation, services relating to video and other content hosting, uploading, sharing and publishing, website and group creation and hosting (under both "Vidiac" domains and domains selected by users) and forums (collectively, the Service). The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the Terms of Use) and all other operating rules, policies and procedures that may be published from time to time on the Sites by Vidiac.

In addition, some services offered through the Service may be subject to additional terms and conditions about which we will notify you (as applicable); your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

The Service is available only to individuals who are at least 18 years old. If you are not at least 18 years old, do not attempt to register for or use the Service. Vidiac may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.

Modification of Terms of Use

Vidiac reserves the right, in its sole discretion, to modify these Terms of Use at any time by posting a notice on the Sites, or by sending you a notice via email, postal mail or otherwise. You shall be responsible for reviewing and becoming familiar with any such modifications. Such modifications are effective upon first posting or notification, and use of the Sites or any Service by you following such posting or notification constitutes your acceptance of the Terms of Use as modified. You agree to review the Terms of Use regularly to ensure that you are updated as to any changes.

Privacy

Vidiac's current Sites privacy policy is located at http://www.vidiac.com/privacy.aspx (the Privacy Policy) and is incorporated into these Terms of Use. For inquiries in regard to the Privacy Policy, or to report a privacy related issue, please contact [INSERT EMAIL ADDRESS].

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use. For purposes of the Terms of Use, Content includes, without limitation, any videos, written forum comments, information, data, text, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Vidiac or its partners on or through the Service. You agree that the Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Vidiac in writing, you shall not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Content (excluding your own User Submissions). However, Vidiac grants you a limited, revocable, non-exclusive, non-sublicensable license to reproduce and display the Content (excluding any software code) for your own personal, non-commercial use; provided, that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Content, materials or design elements on the Sites or Service for any other purpose is strictly prohibited without the express prior written permission of Vidiac.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Sites or Service, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
• involves commercial activities and/or sales without Vidiac's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of Vidiac or any third party; or
• impersonates any person or entity, including any employee or representative of Vidiac.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Vidiac in its sole discretion) an unreasonable or disproportionately large load on Vidiac's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (iii) bypass any measures Vidiac may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service).

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempts to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any or the rights that you receive hereunder.

You shall abide by all applicable local, state, national and international laws and regulations.

Registration

As a condition to using the Service, you may be required to register with Vidiac and select a password and screen name (Vidiac User ID). You shall provide Vidiac with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Vidiac account. You shall not (i) select or use as a Vidiac User ID a name of another person with the intent to impersonate that person; (ii) use as a Vidiac User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Vidiac User ID a name that is otherwise offensive, vulgar or obscene. Vidiac reserves the right to refuse registration of, or cancel a Vidiac User ID in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Vidiac password. You shall never use another user's account without such other user's express permission. You will immediately notify Vidiac in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Third Party Sites

The Service may permit you to link to other websites or resources on the Internet (including, without limitation, websites of Vidiac users or groups that may be hosted (but not controlled or managed) by Vidiac), and such other websites or resources may contain links to the Sites. These other websites are not under Vidiac's control, and you acknowledge that Vidiac is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Vidiac or any association with its operators. You further acknowledge and agree that Vidiac shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

User Submissions

The Sites and Service permit the submission of images, recordings, videos or other communications submitted by you and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Vidiac does not guarantee any confidentiality with respect to any such submissions.

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You agree that Vidiac has no liability with respect to any User Submissions, including, without limitation, your own User Submissions, and you hereby irrevocably release Vidiac and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to User Submissions or any part thereof.

In connection with your User Submissions, you affirm, represent, and warrant that (and that you can and will demonstrate to Vidiac's full satisfaction upon its request that): (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Vidiac to use each and every image and sound contained in each such User Submission and to enable inclusion and use of such User Submissions in the manner contemplated by the Sites, the Service and these Terms of Use; (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Sites, the Service and these Terms of Use; and (iii) the posting of your User Submission on or through the Sites or the Service or otherwise does not violate the privacy rights, publicity rights, intellectual property rights, contract rights, or any other rights of any person or entity. You agree to pay all royalties, fees, and other monies owing any person or entity by reason of any content posted by you to or through the Sites or the Service.

By submitting the User Submissions to Vidiac, or displaying, publishing, or otherwise posting any content on or through the Sites or the Service, you hereby do and shall grant Vidiac a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Sites, the Service and Vidiac's (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Sites (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Sites and/or the Service a non-exclusive license to access your User Submissions through the Sites and the Service, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Sites and the Service and under these Terms of Use. For clarity, the foregoing license grant to Vidiac does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s).

In connection with User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage Vidiac or any third party; (ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or solicitations of business; (iv) impersonate another person; (v) submit material that is copyrighted, protected by trade secret or otherwise subject to third party intellectual property or proprietary rights, including privacy and publicity right, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Vidiac all of the license rights granted herein; or (vi) submit material that is unsuitable for minors in any country. Vidiac does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Vidiac expressly disclaims any and all responsibility or liability in connection with User Submissions.

Vidiac reserves the right to decide whether Content or a User Submission is inappropriate or violates these Terms of Use, including but not limited to copyright infringement, violations of intellectual property law, pornography, obscene or defamatory material, or excessive length. Vidiac also reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages and User Submissions) by you, or to restrict, suspend or terminate your access to all or any part of the Sites or the Service at any time, for any or no reason, with or without prior notice. Notwithstanding the foregoing, Vidiac assumes no responsibility for monitoring the Sites, the Service, Content, or User Submissions for inappropriate conduct, or modifying or removing such conduct, Content or User Submissions from the Sites or the Service.

Termination

Vidiac may terminate your access to all or any part of the Sites or Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your account, you may simply discontinue using the Service. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

No Warranties

Vidiac has no special relationship with or fiduciary duty to you. You acknowledge that Vidiac has no control over, and no duty to take any action regarding: which users gain access to the Sites or Service; what Content you access via the Site or Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Vidiac from all liability for you having acquired or not acquired Content through the Sites or Service. The Sites or Service may contain, or direct you to sites containing information that some people may find offensive or inappropriate. Vidiac makes no representations concerning any Content contained in or accessed through the Site or Services, and Vidiac will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites or Services. THE SITES AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VIDIAC, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITES OR SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITES OR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITES OR SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

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IN NO EVENT SHALL VIDIAC, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SITES OR SERVICE (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification

You shall defend, indemnify, and hold harmless Vidiac, its affiliates, and each of its employees, contractors, directors, suppliers and representatives from all liabilities, losses, damages, claims, and expenses, including reasonable attorneys' fees, that arise from your use or misuse of, or access to, the Sites or the Service, or otherwise from your violation of the Terms of Use. Vidiac reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Vidiac in asserting any available defenses.

International/Non-California Use

Vidiac makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Vidiac agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. You expressly agree that the proper jurisdiction for any claim or action arising out of or relating to the Terms of Use or your use of this Site or Service is in the state or federal courts located in California and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

Integration and Severability The Terms of Use are the entire agreement between you and Vidiac with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Vidiac with respect to the Sites (but excluding the use of any software which may be subject to a separate end-user license agreement). If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable.

Miscellaneous

The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Vidiac's prior written consent. Vidiac may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Copyright and Trademark Notices

Unless otherwise indicated, the Terms of Use and all Content provided by Vidiac are copyright © 1999-2007 Vidiac, Inc. All rights reserved.

Vidiac, Vidiac.com, Vidiac.net, Vidiac.tv, Vidiac.us, Vidiactv.com, Viral7.com, Videostrike.com, Freevideoblog.com are either trademarks or registered trademarks of Vidiac. The names of actual companies and products mentioned at the Sites may be the trademarks of their respective owners.

Digital Millennium Copyright Act Notice

Vidiac has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Vidiac's Designated Agent to Receive Notification of Claimed Infringement (Designated Agent) is listed at the end of this policy.

It is Vidiac's policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

2. Identification of works or materials being infringed;

3. Identification of the Content that is claimed to be infringing including information regarding the location of the Content that the copyright owner seeks to have removed, with sufficient detail so that Vidiac is capable of finding and verifying its existence;

4. Contact information about the notifier including address, telephone number and, if available, e-mail address;

5. A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law; and

6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is Vidiac's policy:

1. to remove or disable access to the infringing Content;

2. to notify the Content provider, member or user that it has removed or disabled access to the Content; and

3. that repeat offenders will have the infringing Content removed from the system and that Vidiac will terminate such content provider's, member's or user's access to the service.

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

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

1. A physical or electronic signature of the Content provider, member or user;

2. Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

3. A statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

4. Content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the Content provider's, member's or user's address is located outside the United States, for any judicial district in which Vidiac is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

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

Please contact Vidiac's Designated Agent to Receive Notification of Claimed Infringement at the following address:

Designated Agent to Receive Notification of Claimed Infringement:

Karan Singh
Karan.Singh@Vidiac.com
Vidiac, Inc.
12910 Culver Blvd. Suite H
Los Angeles, CA 90066
310 882 2042
310 305 8202 fax

Contact
You may contact Vidiac at the following address:
Vidiac, Inc.
12910 Culver Blvd. Suite H
Los Angeles, CA 90066