Terms and Conditions

Acceptance and Agreement

By accessing, using and/or visiting the www.goodtube.org website, including, without limitation, all content, features, applications, services and functionality available through the GoodTube.com domain name (collectively, the "Website"), you agree to be bound by (1) these terms and conditions of service (the "Terms of Service"), (2) GoodTube's Privacy Policy, found at http://www.goodtube.org/privacy and incorporated into these Terms of Service by reference, and (3) GoodTube's Community Guidelines, found at http://www.goodtube.org/communityguidelines and also incorporated into these Terms of Service by reference. Your use of the Website is conditioned upon the certifications identified immediately above and your acceptance of these Terms of Service. As a user of the Website, you represent and warrant that you have the right, capacity and authority to accept these Terms of Service and that you are subject to and will abide by these Terms of Service. If you do not agree to any of the terms and conditions contained in these Terms of Service, the GoodTube Privacy Policy, or the Community Guidelines, then you may not access, use or visit the GoodTube Website.

These Terms of Service apply to all users of the GoodTube Website, including users who are also contributors of video content, information, and other materials or services on the Website. The GoodTube Website includes all aspects of GoodTube. It is your responsibility and obligation to regularly review and monitor these Terms of Service. GoodTube reserves the right, in its sole discretion, to modify or revise these Terms of Service and policies at any time, and without notice, and you agree to be bound by any such modifications or revisions when you access, use or visit the Website.

Third Party Websites

The GoodTube Website may contain, or third parties may provide, links to third party websites or other websites or resources that are not owned or controlled by GoodTube. GoodTube has no control over such sites and resources, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. GoodTube does not endorse and is not responsible or liable for any content, materials, features, applications, services or functionality on or available from such websites or resources. In addition, GoodTube will not and cannot censor or edit the content of any third party website. By using the Website, you expressly relieve GoodTube from any and all liability arising from your use of any third party website or resource. We encourage you to be aware when you leave the GoodTube Website and to read the terms and conditions and privacy policies of each other website or resource that you may visit.

Use, Security and Accounts

In order to access some features of the GoodTube Website, you will have to create a password-protected GoodTube account. Your eligibility to register is void where prohibited by law. You may never use another's account without permission. You affirm that all information you provide is true and complete. It is your responsibility to maintain the accuracy of any information provided to GoodTube. GoodTube may ask for verification of the information you provide at any time for the purpose of verification. You accept that it is your responsibility to maintain the confidentiality of your password, account information and screen name. GoodTube is unable to check the identity of people using the GoodTube Website. You must notify GoodTube immediately if the password is lost, stolen disclosed to an unauthorized third party or of any breach of security or unauthorized use of your account. You agree that you are entirely responsible for all activities that occur under your account, including without limitation, any fees which may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to hold GoodTube harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees) incurred by GoodTube in relation to, arising from, or for the purpose of avoiding any claim or demand from a third party that your use of the GoodTube Website or the use of the GoodTube Website by any person using your screen name, account or password violates any applicable law or regulation, any third party rights, or incurs any fees or liabilities by virtue of having used your account.

Although GoodTube will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of GoodTube or others due to such unauthorized use.

Any private information and/or data relating to your GoodTube account will only be used by GoodTube, its affiliates, parent, subsidiaries, representatives and agents, including legal advisors, as part of the process of administering your GoodTube account. In addition, GoodTube may disclose this information to the police, regulatory bodies or any legal advisors in connection with any suspected or alleged criminal activity or offense or suspected breach of these Terms of Service.

Use of the Website -- Non-Commercial Use

GoodTube hereby grants you permission to access and use the Website as set forth in these Terms of Service, provided that: (i) You agree not to distribute in any medium any part of the Website, including but not limited to User Submissions (defined below), any or all GoodTube trademarks, names, service marks, logos and other marks displayed on the GoodTube Website or otherwise attributed to GoodTube without GoodTube's prior written authorization; (ii) You agree not to alter or modify any part of the Website; (iii) You agree not to access User Submissions (defined below) or GoodTube Content through any technology or means other than the video playback pages of the Website itself, the GoodTube Player, or other explicitly authorized means GoodTube may designate; (iv)

In addition, you agree not to use the Website, including the GoodTube Player for any commercial activities, endeavors, solicitation or use, without the express prior written authorization and approval of GoodTube. Prohibited commercial uses include any of the following actions taken without GoodTube's express approval: initiation or operation of any sweepstakes, contests, advertising, barter or pyramid schemes on or through the Website; sale of access to the Website or its related services on another website; use of the Website or its related services, for the primary purpose of gaining advertising or subscription revenue; the copy, distribution, transmission, broadcast, public performance, public display, license, sale or offer of User Submissions submitted to GoodTube; the sale of advertising, on the GoodTube website or any third-party website, targeted to the content of specific User Submissions or GoodTube content; and any use of the Website or its related services that GoodTube finds, in its sole discretion, to use GoodTube's resources or User Submissions with the effect of competing with or displacing the market for GoodTube, GoodTube content, or its User Submissions.

Prohibited commercial uses do not include uploading an original video to GoodTube, or maintaining an original channel on GoodTube, promoting your non-profit organization; or any use that GoodTube expressly authorizes in writing.

You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the GoodTube servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, GoodTube grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. GoodTube reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.

In your use of the website, you will otherwise comply with the terms and conditions of these Terms of Service, GoodTube Community Guidelines, and all applicable local, national, and international laws and regulations. You agree not to use the Website to abuse, harass, or harm another person or entity or for any illegal or unauthorized activity. GoodTube assumes no responsibility for monitoring the Website, however, it reserves the right to investigate, when appropriate, activity which it considers to be illegal, unauthorized or a breach of these Terms of Service. GoodTube reserves the right to restrict your activity on the website or to discontinue any aspect of the GoodTube Website at any time. GoodTube also reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the GoodTube Website for any reason without notice to you.

Content on the Website

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the GoodTube Website.

A. The content on the GoodTube Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to GoodTube, subject to copyright and other intellectual property rights under the law. Content on the Website 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. GoodTube reserves all rights not expressly granted in and to the Website and the Content.

B. You may access User Submissions solely:

for your information and personal use;
as intended through the normal functionality of the GoodTube Service; and
for Streaming.

"Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the GoodTube Service 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. Accessing User Videos for any purpose or in any manner other than Streaming is expressly prohibited. User Videos are made available "as is."

C. User Submissions are made available to you for your information and personal use solely as intended through the normal functionality of the GoodTube Service. User Submissions 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 GoodTube Service or otherwise as prohibited under this Agreement.

D. You may access GoodTube Content, User Submissions and other content only as permitted under this Agreement. GoodTube reserves all rights not expressly granted in and to the GoodTube Content and the GoodTube Service.

E. You agree to not engage in the use, copying, modification, publication, transmission or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of any GoodTube Content for personal use, you must retain all copyright and other proprietary notices contained therein. You may not otherwise use, reproduce, display, publicly perform, or distribute such content in any way for any public or commercial purpose unless such use is expressly granted by GoodTube, the respective owners, or pursuant to a particular license.

F. You agree not to circumvent, disable or otherwise interfere with security-related features of the GoodTube Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the GoodTube Website or the Content therein.

G. You understand that when using the GoodTube Website, you will be exposed to User Submissions from a variety of sources, and that GoodTube 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 GoodTube with respect thereto, and agree to indemnify and hold GoodTube, its Owners/Operators, affiliates, and/or licensor, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

User Submissions

A. As a GoodTube account holder you may submit video content ("User Videos") and textual content ("User Comments"). User Videos and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, GoodTube does not guarantee any confidentiality with respect to any User Submissions.

B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you represent and warrant that (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize GoodTube to use all patent, trademark, trade secret, copyright, or other intellectual property rights or other proprietary rights in and to any and all User Submissions as provided in these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in your User Submission, to use the name or likeness of each and every such identifiable individual person to so as to legally authorize inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service.

C. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to GoodTube, you hereby grant GoodTube a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the GoodTube Website and GoodTube's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the GoodTube Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the GoodTube Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by you in User Videos terminate within a commercially reasonable time after you remove or delete your User Videos from the GoodTube Service. You understand and agree, however, that GoodTube 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.

D. In connection with User Submissions, you further agree that you will not (i) 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 GoodTube all of the license rights granted herein; (ii) submit material that is unlawful, pornographic, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, or is otherwise inappropriate; (iii) publish or submit a falsehood or misrepresentation that could damage GoodTube or any third party; (iv) post an advertisement or solicitation of business; (v) impersonate another person; (vi) submit material harmful to minors; (vii) make or provide instructional information about illegal activities, such as making or buying illegal weapons or illegal substances; or (viii) violate any third party's privacy. You further agree that you will not, in connection with User Submissions, submit material that is contrary to the GoodTube Community Guidelines, found at http://www.goodtube.org/communityguidelines, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations. If such material is submitted it will not be included in the GoodTube Website. GoodTube does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and GoodTube expressly disclaims any and all liability in connection with User Submissions. GoodTube respects the intellectual property rights of third-parties and asks you to do the same. You are solely responsible for your User Submissions and the consequences of publishing them. You agree NOT to 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 the rightful owner to post such material to the GoodTube Website and to grant GoodTube all of the license rights provided in these Terms of Services. GoodTube does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and GoodTube will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. GoodTube reserves the right to remove Content and User Submissions without prior notice.

Account Termination

Either party may immediately terminate these Terms of Service for any reason or for no reason at all, and you agree that such termination will prohibit your access or use of the Website. GoodTube will terminate a User's access to the GoodTube Website if, under appropriate circumstances, they repeatedly violate these Terms of Service and are determined to be a repeat infringer.

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

C. GoodTube reserves the right to terminate the account of any User who initiates litigation against GoodTube. GoodTube is not obligated to provide notice of termination to you. The election to terminate these Terms and Conditions shall not be deemed an election of remedies, and all other remedies provided by these Terms and Conditions, or available at law or in equity shall survive termination.

Copyright Policies

GoodTube prohibits the unauthorized submission of any copyrighted material without the prior written consent of the copyright owner. It is GoodTube�s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the GoodTube accounts of repeat infringers. If you are a copyright owner or an agent thereof and believe that any content appearing on the GoodTube Website infringes upon your copyrights, or otherwise violates your intellectual property rights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with substantially the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site (please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that content infringes your copyrights);
A description 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 the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email address;
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
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.

GoodTube's Copyright Agent for notice of claims or copyright infringement can be reached as follows:

GoodTube
Attn: Copyright Agent
6440 S. Wasatch Blvd., Suite 105
Salt Lake City, Utah 84121

You acknowledge that if you fail to comply with all of the requirements of this Section 8(A), your DMCA notice may not be valid.

B. Counter-Notice. 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:

Your physical or electronic signature;
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;
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
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Salt Lake City, Utah, 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, GoodTube 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 GoodTube's sole discretion.

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE GOODTUBE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, GOODTUBE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, COURSE OF DEALGING OR USAGE OF TRADE, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. GOODTUBE MAKES AVAILABLE THE WEBSITE AND THE CONTENT ON THE WEBSITE "AS IS" AND MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) MATERIAL AVAILABLE ON THE GOODTUBE WEBSITE OR PROVIDED TO GOODTUBE BY ANY THIRD PARTY, (II) INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS OR RIGHTS OF PRIVACY WITH RESPECT TO MATERIAL ON THE WEBSITE, (III) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (IV) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (V) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (VI) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (VII) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VIII) ANY 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 GOODTUBE WEBSITE.

GOODTUBE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE GOODTUBE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GOODTUBE 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. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

THE DISCLAIMERS IN THIS SECTION 9 WILL APPLY EVEN IF ANY WARRANTY PROVIDED UNDER THESE TERMS OF CONDITIONS FAILS OF ITS ESSENTIAL PURPOSE. IF GOODTUBE CANNOT DISCLAIM A WARRANTY, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT SHALL GOODTUBE, ITS AFFILIATES, PARENT, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSITIUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (V) ANY CHANGES WHICH GOODTUBE MAY MAKE TO THE SERVICES OR TO THE WEBSITE, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY 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 GOODTUBE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GOODTUBE IS ADVISED OR SHOULD HAVE BEEN AWARE 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 GOODTUBE 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.

The Website is controlled and offered by GoodTube from its facilities in the United States of America. GoodTube makes no representations that the GoodTube Website is appropriate or available for use in other locations. Those who access or use the GoodTube Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Indemnity

You agree to defend, indemnify and hold harmless GoodTube, its affiliated parent or subsidiary entities, officers, directors, employees and agents, from and against any and all claims, damages, allegations, suits, actions, investigations, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) ("Claims") arising from: (i) your use of and access to the GoodTube Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the GoodTube Website. GoodTube shall provide you with prompt notice of any Claim and an opportunity to defend the Claim, provided that GoodTube (A) may participate at your expense in any defense and settlement discussions; and (B) will have the right to approve any settlement agreement purporting to bind GoodTube. In addition, GoodTube may, at your expense, take full control of the defense of any Claim if GoodTube believes that you have not defended such Claim in a reasonable and diligent manner, and that such failure may result in adverse consequences for GoodTube.

Ability to Accept Terms of Service

You may not use the GoodTube Website and may not accept these Terms of Service if you are not of legal age to form a binding contract with GoodTube. By actually using the GoodTube Website you affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

Assignment

You may not transfer or assign these Terms of Service, and any rights and licenses granted hereunder, in whole or in part, without GoodTube's prior written consent. Any attempt by you to assign these Terms of Service other than as permitted above will be null and void. These Terms of Service may be transferred or assigned by GoodTube without restriction. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.

General

You agree that: (i) the GoodTube Website shall be deemed solely based in Utah; and (ii) the GoodTube Website shall be deemed a passive website that does not give rise to personal jurisdiction over GoodTube, either specific or general, in jurisdictions other than Utah. Any action related to these Terms of Service will be governed by the substantive laws of the State of Utah, without regard to the choice or conflicts of law principles of any jurisdiction. You agree to submit to the exclusive jurisdiction of the courts located in Salt Lake City, Utah, for the resolution of all disputes arising from or related to these Terms of Service and/or your use of the GoodTube Website. These Terms of Service, together with the Privacy Notice at http://www.goodtube.org/privacy and any other legal notices published by GoodTube on the Website, shall constitute the entire agreement between you and GoodTube concerning the GoodTube Website. If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid or contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intention of the parties, and the invalidity of such provision(s) shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. The substantially prevailing party in any dispute relating to these Terms of Service will be entitled to recover associated costs, including the reasonable fees of attorneys and other professionals. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and GoodTube's failure to enforce any provision of these Terms of Service will not be interpreted as a waiver of that breach or any preceding or succeeding breach of the same of similar nature. The headings of these Terms of Service are solely for the purpose of convenience and will not be used in the interpretation of any provision.. GoodTube reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the GoodTube Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND GOODTUBE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE GOODTUBE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. This Agreement is made for the benefit of the parties and not for the benefit of any third parties. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either party.