PRIVACY POLICY

BY ACCESSING THE Resonate.TV WEBSITE (THE "SITE"), OWNED AND OPERATED BY RESONATE DIGITAL MEDIA, LLC ("RESONATE"), YOU AGREE TO BE BOUND BY THE FOLLOWING PRIVACY POLICY. IF YOU DO NOT AGREE WITH THIS POLICY, PLEASE DO NOT ACCESS THE SITE. THIS POLICY APPLIES TO ALL USERS (I.E., VIEWER AND ARTIST MEMBERS) OF THE SITE AND TO ALL ASPECTS OF THE SITE.

From time to time Resonate may modify this Privacy Policy to reflect industry initiatives or changes in the law, our personally identifiable information ("PII") collection and use practices, the features of the Site, or technology, and such modifications shall be effective upon posting by Resonate on the Site. Your continued use of the Site after any revised Privacy Policy is posted signifies your acceptance of the revised Privacy Policy.

I. Personally Identifiable Information

Activities on the Site require you to have a Resonate Account. We ask for certain PII (e.g., your full name, email address, mailing address, telephone number, password, and/or credit card number) when you create an account. We may record information about your usage, such as when you use the Site, the users you communicate with, the videos you watch, the audio you listen to, the images you view and the frequency and size of data transfers, as well as information you display or click on the Site. If you are logged in, we may associate that information with your account.

Any PII, video content, audio clips, images, or comments that you voluntarily disclose online becomes publicly available and can be collected and used by others.

II. Security of Your Personally Identifiable Information

Resonate uses commercially-reasonable administrative, technical, personnel and physical measures to safeguard all PII in its possession against loss, theft and unauthorized use, disclosure or modification. In addition, Resonate uses reasonable methods to make sure that PII is accurate, up-to-date and appropriately complete.

III. Our Uses of Your Personally Identifiable Information

If you submit PII to Resonate through the Site, we may use it to operate, maintain and provide you with general and personalized features and functionality of the Site, and to process any flagging activity or correspondence you send to Resonate.

Your account name (but not your email address) is displayed to other users when you upload videos, audio or images, or send messages through the Site and other Users can contact you through messages and comments. Any videos, audio or images that you submit to the Site may be redistributed through the Internet and other media channels, and may be viewed by the general public. Other users may see that you, as identified by your account name (but not your email address), have watched or are watching a certain video, have listened or are listening to certain audio, and have viewed or are viewing certain images or text. /tr>

We do not use your email address or other PII to send commercial or marketing messages without your consent or except as part of a specific program or feature for which you will have the ability to opt-in or opt-out. We may, however, use your email address without further consent for non-marketing or administrative purposes (such as notifying you of major Site changes or for customer service purposes).

We use both your PII and certain non-PII (such as anonymous user usage data, cookies, IP addresses, browser type, clickstream data, etc.) to improve the quality and design of the Site and to create new features, promotions, functionality and services by storing, tracking, analyzing and processing user preferences and trends, as well as user activity and communications.

We may use cookies, clear gifs, and log file information to: (1) store information so that you will not have to re-enter it during your visit or the next time you visit the Site; (2) provide custom, personalized content and information; (3) monitor the effectiveness of Resonate's marketing campaigns; (4) monitor aggregate metrics such as total number of visitors, pages viewed, etc.; and (5) track your entries, votes, submissions, and status in promotions, sweepstakes and contests.

IV. Publicly-Available Information

When you create an account on the Site, some information about your account and your account activity will be provided to other Users of the site. This may include the date you opened your account, the date you last logged into your account, your age (if you choose to make it public) the number of videos you have watched and the number of images or text you have viewed. You may also choose to add PII that will be visible to other users. This may include a profile picture, your name, gender or other details.

If you choose to add certain features to your account, then these features and your activity associated with these features will be displayed to other users. Such shared activity may include which videos, images and text you have viewed, which videos or audio you have rated, which videos, images and audio you have uploaded and the like.

V. Third-Party Advertisers and Sites

Resonate may allow other companies, called third-party ad servers or ad networks, to serve advertisements within the Site. These third-party ad servers or ad networks use technology to send, directly to your browser, the advertisements and links that appear on the Site. They automatically receive your IP address when this happens. They may also use other technologies (such as cookies, JavaScript, or Web Beacons) to measure the effectiveness of their advertisements and to personalize the advertising content you see.

Resonate does not provide any PII to these third-party ad servers or ad networks without your consent or except as part of a specific program or feature for which you will have the ability to opt-in or opt-out. However, please note that if an advertiser asks Resonate to show an advertisement to a certain audience or audience segment and you respond to that advertisement, the advertiser or ad-server may conclude that you fit the description of such audience or audience segment. The advertiser may also use information regarding your use of the Site, such as the number of times you viewed an ad (but not any PII), to determine which ads to deliver to you.

You should consult the respective privacy policies of these third-party ad servers or ad networks for more information on their practices and for instructions on how to opt-out of certain practices. Resonate's privacy policy does not apply to, and we cannot control the activities of, such other advertisers or websites. Any data obtained by third-party ad servers subsequently shared with Resonate is maintained and used by Resonate in accordance with this Privacy Policy.

Should you have any comments or questions about this Privacy Policy, please contact us at Feedback [at] Resonate.TV

Copyright © 2011 Resonate Digital Media, LLC. All rights reserved.

TERMS AND CONDITIONS OF USE

BY ACCESSING THE Resonate.TV WEBSITE (THE "SITE"), OWNED AND OPERATED BY RESONATE DIGITAL MEDIA, LLC ("RESONATE"), YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS THE SITE. THESE TERMS AND CONDITIONS OF USE APPLY TO ALL USERS (I.E., VIEWER AND ARTIST MEMBERS) OF THE SITE AND TO ALL ASPECTS OF THE SITE.

Resonate may, at its sole discretion, modify or revise these Terms and Conditions of Use ("Terms") at any time. It is your responsibility to review these Terms for any changes. Your continued use of the Site following any amendment of these Terms shall signify your assent to and acceptance of its revised terms. .

You affirm that you are at least 17 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. .

I. Member Accounts

In order to access most features of the Site, you will have to create a "Viewer" or "Artist" account. You may not use another person's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. Please notify Resonate immediately of any breach of security or unauthorized use of your account as you will be liable for the losses of Resonate or others due to such unauthorized use. .

II. Permitted and Prohibited Uses of Site.

Resonate hereby grants you permission to access and use the Site as set forth in these Terms for entertainment purposes only, provided that you comply with these Terms, Resonate's Privacy Policy and all applicable local, national, and international laws and regulations. Resonate reserves the right to discontinue any aspect of the Site at any time. .

The content on the Site, except all User Submissions (defined below), including text, graphics, photos, sounds, music, videos, etc. ("Content") and the trademarks, service marks and logos contained therein, are owned by or licensed to Resonate, subject to copyright and other intellectual property rights under the law. Content on the Site is provided to you "AS IS" for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. .

You may access User Submissions solely for: (1) your information and personal use; (2) as intended through the normal functionality of the Site; (3) and for streaming. "Streaming" means contemporaneous digital transmissions of an audiovisual work via the Internet from the Site to a user's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded or redistributed by the user. .

User Comments (defined below) are made available to you for your information and personal use solely as intended through the normal functionality of the Site. User Comments are made available "AS IS", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded or otherwise exploited in any manner not intended by the normal functionality of the Site or otherwise as prohibited under this Agreement. .

You understand that when using the Site, you will be exposed to User Submissions from a variety of sources, and that Resonate is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Resonate with respect thereto, and agree to indemnify and hold Resonate, its owners/operators, affiliates and/or licensors harmless to the fullest extent allowed by law regarding all matters related to your use of the Site. .

You may access Content, User Submissions and other content only as permitted under these Terms. Resonate reserves all rights not expressly granted in and to the Site and the Content. .

You agree not to: (1) distribute in any medium any part of the Site, including but not limited to User Submissions, without Resonate's prior written authorization; (2) alter or modify any part of the Site; (3) access User Submissions or Content through any technology or means other than the playback features of the Site itself, or other explicitly authorized means Resonate may designate; (4) use the Site for any commercial use, without the prior written authorization of Resonate; (5) use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Site in a manner that sends more request messages to the Resonate servers in a given period of time than a human can reasonably produce in the same period by using a conventional Web browser; (6) collect or harvest any personally identifiable information, including account names, from the Site, nor to use the communication systems provided by the Site (e.g., comments, email, etc.) for any commercial solicitation purposes; (7) engage in the use, copying, or distribution of any User Submissions or Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Site for any commercial purposes; and (8) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein. .

III. User Submissions

As a Resonate account holder you may submit images, audio and video content (collectively, "User AV") and textual content ("User Comments") (collectively, "User Submissions"). You understand that User Submissions will not be kept confidential by Resonate. .

You shall be solely responsible for your own User Submissions and the consequences of posting them. In connection with User Submissions, you affirm, represent and warrant that: you own or have the necessary licenses, rights, consents and permissions to use and authorize Resonate to use all copyright or other intellectual or proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights (including privacy and publicity rights), unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Resonate all of the license rights granted herein..

You retain all of your ownership rights in your User Submissions. By submitting User Submissions, however, you hereby grant Resonate a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, transmit, reproduce, distribute, prepare derivative works of, display and perform the User Submissions in connection with the Site and Resonate's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant Resonate and each user of the Site a non-exclusive license to access your User Submissions through the Site, and to comment and review, use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Site and under these Terms. The above licenses granted by you in User AV terminates within a commercially-reasonable time after you remove or delete your User AV from the Resonate Service (but not for use in any derivative works which Resonate created using such User Videos). You understand and agree, however, that Resonate may retain, but not display, distribute or perform, server copies of User Submissions that have been removed or deleted. The above licenses granted by you in User Comments are perpetual and irrevocable. .

The following are examples of the kind of User Submissions that are illegal or prohibited to post on or through the Site. Resonate reserves the right to investigate and take appropriate legal action against anyone who, at Resonate's sole discretion, violates this provision, including without limitation, removing the offending User Submission from the Site and terminating such User's access to the Site. A prohibited User Submission includes, but is not limited to, a User Submission that, at the sole discretion of Resonate: (1) is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (2) harasses or advocates harassment of another person; (3) exploits people in a sexual or violent manner; (4) publicly posts information that poses or creates a privacy or security risk to any person; (5) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (6) includes a photograph or video of another person that you have posted without that person's consent; or (7) violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. .

IV. User Account Termination Policy

Resonate shall terminate a User's access to the Site if such User is determined to violate these Terms. Resonate, at its sole discretion, reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Resonate may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms at any time, without prior notice and at its sole discretion. .

V. Digital Millennium Copyright Act

Resonate does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Resonate expressly disclaims any and all liability in connection with User Submissions. Resonate does not permit copyright infringing activities and infringement of intellectual property rights on its Site, and Resonate will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Resonate reserves the right to moderate or remove Content and User Submissions without prior notice.

If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Resonate's Copyright Agent with the following information in writing: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Resonate to locate the material; (4) Information reasonably sufficient to permit Resonate to contact you, such as an address, telephone number, and an e-mail; (5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. (See 17 U.S.C § 512(c)(3) for further detail). Failure to comply with all of the requirements of this Section will result in the invalidity of your DMCA notice.

Resonate's designated Copyright Agent to receive notifications of claimed infringement is: Raymond Millien, Esq., PCT Law Group, PLLC, 818 Connecticut Avenue NW, Suite 700, Washington, DC 20006, rmillien@pctlg.com, 202.280.1393 (fax).

If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent: (1) Your physical or electronic signature; (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 you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal courts in New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, Resonate 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 within 15 business days. Unless the copyright owner files an action seeking a court order against the user, the removed content may be replaced, or access to it restored within 15 business days after receipt of the counter-notice, at Resonate's sole discretion.

VI. Warranty and Disclaimer

YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, RESONATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF. RESONATE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (2) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE; (3) UNAUTHORIZED ACCESS TO OR USE OF RESONATE'S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (5) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; AND/OR (6) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. RESONATE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND RESONATE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

VII. Limitation of Liability

IN NO EVENT SHALL RESONATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE; (3) UNAUTHORIZED ACCESS TO OR USE OF RESONATE'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (5) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT RESONATE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. .

VIII. Limitations of Liability of Third Party Technologies

Technology and hosting for aspects of this website may be provided by third party providers (I.E., KickApps Corporation). However, Resonate controls the content, membership and policy of this website, including those pages served by KickApps Corporation on behalf of this website. Notwithstanding anything to the contrary, by participating on this website you agree to indemnify and hold harmless all affiliated third party technology providers on all matters related to your participation with this website and interaction with others using this website. By sharing your information and content with this website you also agree to share your information and content with affiliated technology providers. As such, KickApps Corporation and other technology providers are third party beneficiaries to your agreement with this website; such agreement with this website is defined in the Terms of Use and Privacy Policy. .

IX. Indemnity

You agree to defend, indemnify and hold harmless Resonate, its officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (1) your use of and access to the Site; (2) your violation of any term of these Terms; (3) your violation of any third-party right, including without limitation, any copyright, property or privacy right; or (4) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation shall survive these Terms and your use of the Site. .

X. General Provisions

This Site may contain links to websites owned and/or controlled by third parties not affiliated with Resonate. Therefore, Resonate disclaims liability for any information, materials, products or services offered at any of these third-party websites linked to this Site. Such third-party websites may have terms and conditions (including privacy policies) that are different from those set forth above. .

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Resonate without restriction. Nothing in these Terms shall be deemed to confer any third-party rights or benefits. .

Use of this Site shall be governed by all applicable U.S. federal laws and the internal laws of the State of New York. You agree that the Site shall be deemed solely based in New York; and shall be deemed a passive website that does not give rise to personal jurisdiction over Resonate (either specific or general) in jurisdictions other than New York. The Site is controlled and offered by Resonate from the United States of America. Resonate makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so of their own volition and are responsible for compliance with local law. .

Any claim or dispute between you and Resonate that arises in whole or in part from the Site shall be decided exclusively by a court of competent jurisdiction located in the State of New York. These Terms, together with the Privacy Notice and any other legal notices published by Resonate on the Site, shall constitute the entire agreement between you and Resonate concerning the Site. .

If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. .

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Resonate's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. .

YOU AND RESONATE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. .

Should you have any comments or questions about these Terms and Conditions of Use, please contact us at feedback [at] Resonate.TV.

Copyright © 2011 Resonate Digital Media, LLC. All rights reserved.