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.

RIGHTS AND RESPONSIBILITES

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

      Any threatening, defamatory, abusive, obscene, pornographic, inappropriate or profane material or any other material that could give rise to any civil or criminal liability under applicable law.

      Any material that could infringe rights of privacy, publicity, copyrights or 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;

      Any material sent from an anonymous or false address;

      Any material that promotes bigotry, racism, hatred or harm against any individual or group.

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

INTELLECTUAL PROPERTY

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.

INDEMNIFICATION

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.

WEBSITE TRADEMARKS

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.

EXTERNAL LINKS

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.

DMCA

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

MISCELLANEOUS

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 supercedes 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: July 11, 2016