TERMS OF USE AGREEMENT

SUMMARY

Zooom provides and makes available
this website and Zooom services (the “Services”).  All use of the Services
is subject to the terms contained in this Terms of Use Agreement (the
“Agreement”).  By submitting a video or otherwise using the Services, you
acknowledge that you have read, understood, and agree to be bound by this
Agreement.  If you do not accept the terms of this Agreement, you shall
not access, browse or use the Services or submit any material to Zooom.

VIDEO CLIPS

“Video Clips” refers to video content provided by you that must be 

submitted via Zooom website [www.zooomapp.com] (the “Website”). For each
Video Clip, the provided video content should include:

Video of you working a sporting event
as an official, referee, judge or umpire.

You agree not to submit, post, place
or transmit any of the following material:

profane material or any other material that could give rise to any civil or
criminal liability under applicable law. 

other intellectual property rights without the permission of the owner of these
rights and the persons (or their parents or legal guardians, where applicable)
who are shown in the material if applicable;

individual or group.

Zooom reserves the right to refuse
any Video Clips for any reason.

You declare that all materials
submitted to Zooom for transfer, sharing or other reproduction, are not in
violation of any copyright or trademark laws. You agree to indemnify and hold
Zooom harmless in respect to any claim of violation of such laws. You must have
either created all Video Clips or have the permission of the copyright owner to
duplicate them.

You hereby grant to Zooom a
non-exclusive, royalty-free license to use, publish, copy, modify, transmit,
display and distribute your Video Clips for the purpose of delivering the
Services. You also grant to Zooom the right to display graphics and other video
elements in connection with your Video Clips.  You warrant that all moral
rights in any uploaded materials have been waived and do hereby waive any such
moral rights.

You agree to defend, indemnify, and
hold harmless Zooom from and against any claims, actions or demands, including,
without limitation, reasonable legal and accounting fees, arising or resulting
from your breach of this Agreement or access to, use or misuse of the Services
or Website. Zooom shall provide notice to you of any such claim, suit, or
proceeding.  Zooom reserves the right to assume the exclusive defense and
control of any matter that is subject to indemnification under this section. In
such case, you agree to cooperate with any reasonable requests assisting Zooom
in defense of such matter.

The trademarks, service marks, and
logos of Zooom (the “Zooom Trademarks”) used and displayed on this Website are
registered and unregistered trademarks or service marks of Zooom.  Other
company, product, and service names located on the Website may be trademarks or
service marks owned by third-parties (the “Third-Party Trademarks”, and,
collectively with Zooom Trademarks, the “Trademarks”).  Nothing on the
Website or in this Agreement should be construed as granting, by implication,
estoppel, or otherwise, any license or right to use any Trademark displayed on
this Website without the prior written consent of Zooom specific for each such
use.  The Trademarks may not be used to disparage Zooom or the applicable
third-party, Zooom or third-party’s products or services, or in any manner
(using commercially reasonable judgment) that may damage any goodwill in the
Trademarks.  Use of any Trademarks as part of a link to or from any
website is prohibited without prior written consent.  All goodwill
generated from the use of any Zooom Trademarks shall inure to Zooom’s benefit.

The Website contains links to
third-party websites (“External Links”). These links are provided solely as a
convenience to users and not as an endorsement by Zooom of the content at such
External Links.  The content displayed at such External Links is developed
and provided by others.

Zooom is not responsible for the content displayed at such External Links and makes no representations regarding
the content or accuracy of any materials at such External Links.

The Digital Millennium Copyright Act
of 1998 (the “DMCA”) provides recourse for copyright owners who believe that
material appearing on the Internet infringes their rights under U.S. copyright
law.  If you believe in good faith that materials hosted by Zooom infringe
your copyright, you (or your agent) may send us a notice requesting that the
material be removed, or access to it blocked.  Notices and counter-notices
must meet the then current statutory requirements imposed by the DMCA. 
Notices and counter-notices with respect to the Website should be sent to Zooom
at:

The
Tyros, LLC 
11589

Weeping Willow Drive

Zionsville, IN 46077

This Agreement is governed by the
substantive laws of the State of Indiana.  You expressly agree to submit
to the exclusive personal jurisdiction of the state and federal courts sitting
in the City of Indianapolis in the State of Indiana.   If any
provision of this Agreement is found to be invalid by any court having
competent jurisdiction, the invalidity of such provision shall not affect the
validity of the remaining provisions of this Agreement, which shall remain in
full force and effect.   Failure of Zooom to act on or enforce any
provision of the Agreement shall not be construed as a waiver of that provision
or any other provision in this Agreement.  No waiver shall be effective
against Zooom unless made in writing, and no such waiver shall be construed as
a waiver in any other or subsequent instance. This Agreement constitutes the
entire Agreement between you and Zooom with respect to the subject matter, and
supersedes all previous or contemporaneous agreements, whether written or oral,
between the parties with respect to the subject matter.  The section
headings are provided merely for convenience and shall not be given any legal
import. This Agreement will inure to the benefit of our successors,
assigns, licensees, and sublicensees.

Zooom reserves the right, at its sole
discretion, to modify, discontinue or terminate the Site or Services or to
modify these Terms of Use, at any time and without prior notice. If we
modify these Terms of Use, we will post the modification on the Site
or otherwise provide you with notice of the modification. We will also
update the “Last Updated Date” in these Terms of Use. By continuing
to access or use the Site or Services after we have posted a modification
to these Terms of Use or have provided you with notice of a modification,
you are indicating that you agree to be bound by the modified Terms of
Service. If the modified Terms of Use are not acceptable to you, your
only recourse is to cease using the Site and Services. A current,
effective copy of this Agreement may be read at any time by selecting the
“Terms of Use” link at www.zooomapp.com/terms-of-use
.

Last
Updated: January 8, 2020