Video Upload Program Terms and Conditions

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE PROGRAM FREQUENTLY ASKED QUESTIONS LOCATED ON THE PROGRAM WEBSITE AT http://www.buildastrongeramerica.com (THE “FAQ”) BEFORE SUBMITTING CONTENT TO THE VIDEO UPLOAD PROGRAM (THE “PROGRAM”). THESE TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERN YOUR PROVISION OF CONTENT TO THE KAUFFMAN FOUNDATION (INCLUDING, IF APPLICABLE, YOUR DOWNLOAD AND USE OF THE VIDEO UPLOADER SOFTWARE (THE “UPLOADER”)) FOR POSSIBLE INCLUSION IN THE PROGRAM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU HAVE NO RIGHT TO PARTICIPATE IN THE PROGRAM OR TO DOWNLOAD OR USE THE UPLOADER. THIS AGREEMENT BETWEEN YOU (AS DEFINED BELOW) AND THE KAUFFMAN FOUNDATION AND ITS AFFILIATES (“KAUFFMAN FOUNDATION” OR “WE” OR “US”) IS SUBJECT TO CHANGE BY THE KAUFFMAN FOUNDATION AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY SIGNING THIS AGREEMENT YOU (I) ACCEPT THIS AGREEMENT EITHER FOR YOURSELF OR ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, (II) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND (III) HAVE ENTERED INTO A BINDING AGREEMENT BETWEEN YOU AND THE KAUFFMAN FOUNDATION. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THESE TERMS AND CONDITIONS.

Introduction. By entering into this Agreement, You are requesting to participate in the Program where The Kauffman Foundation allows end users to upload content, which may be made available to other end users, subject to the terms of this Agreement. “You” means you or, if you are entering into this Agreement on behalf of your employer or another entity, then “You” means that employer or entity and affiliates. We may revise the terms of this Agreement by positing the new terms and conditions on the Program site, after which time Your content and Your continued participation in the Program will be governed by the new terms. If You do not wish to be bound by the new terms, you must provide notice to the Foundation requesting that your content be removed from public display in the Program , terminate this Agreement, and terminate your participation in the Program. Your participation in the Program is also subject to the general terms and conditions governing use of this site [INSERT URL TK TO SITE TERMS AND CONDITIONS], provided that in the event of conflict between this Agreement and the general terms and conditions, this Agreement shall control.

Program Participation. Participation in the Program is subject to The Kauffman Foundation’s prior approval and Your continued compliance with the terms of this Agreement. We reserve the right to refuse participation to any applicant or participant at any time in our sole and absolute discretion, to remove content, and to suspend, restrict and/or terminate the services provided under this Agreement and Your participation in the Program, immediately without notice to You and without liability to The Kauffman Foundation, for any reason, including repeat violations of our copyright policy or other Program policies. You must submit content to the Program in order to participate in the Program. You are solely responsible for keeping your email address and other contact information updated.
Your Content. After entering into this Agreement, You may provide content for sharing and display to end users (i) by uploading such content directly to Us, and/or by otherwise making such content available to Us; and/or (ii) by providing additional information about Your content in the form provided online when You upload Your content to The Kauffman Foundation. All content and information provided by You in association with such content, including but not limited to all images, closed captioning, metadata and music, is referred to collectively as “Authorized Content.” The Kauffman Foundation shall have no obligation whatsoever to return any Authorized Content or other materials uploaded or delivered through or relating to the Program.
Use of Content. By entering into this Agreement and uploading, sending or otherwise making available Your Authorized Content to The Kauffman Foundation, you are directing and authorizing The Kauffman Foundation to, and granting The Kauffman Foundation a world-wide, royalty-free, non-exclusive right and license to with right of sublicense, to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, facilitate the sale or rental of copies of, analyze, and create algorithms based on the Authorized Content in order to (i) host the Authorized Content on The Kauffman Foundation’s servers, (ii) index the Authorized Content; (iii) display, perform and distribute the Authorized Content, in whole or in part, in connection with any Kauffman Foundation or its licensees' programs or services now existing or hereafter developed, including without limitation for syndication on third party sites. This license covers all languages and all media of expression, now known or hereafter created, and specifically includes the right to display Your Authorized Content via streaming and/or downloading technologies. The Kauffman Foundation reserves the right to display advertisements in connection with any display of Your Authorized Content. Notwithstanding the foregoing, The Kauffman Foundation is not required to host, index, or display any Authorized Content uploaded or otherwise provided to The Kauffman Foundation, and may remove or refuse to host, index or display any Authorized Content. The Kauffman Foundation is not responsible for any loss, theft, intellectual property infringement or damage of any kind relating to the Authorized Content.
Promotional License, Brand Features, Publicity. You hereby grant The Kauffman Foundation a non-exclusive, world-wide, royalty-free license, with right of sublicense, to use Your name and logo (“Brand Features”), in connection with Your Authorized Content, and to use excerpts from Your Authorized Content for promotional purposes, including without limitation the right to publicly display, perform, reproduce, modify and distribute such excerpts and Brand Features on the Internet and in presentations, marketing materials, customer lists, financial reports and Web site listings of Program participants.
Uploader. You may use the Uploader for the sole purpose of providing Your Authorized Content to The Kauffman Foundation. You must immediately notify Us of any known unauthorized use of the Uploader. You may not use the Uploader for any other reason, including but not limited to (i) selling or otherwise redistributing any aspect of the Uploader, (ii) modifying, adapting, translating, or reverse engineering any portion of the Uploader; (iii) attempting to break security, access, tamper with or use any unauthorized areas of the Uploader; (iv) removing any copyright, trademark or other proprietary rights notices contained in or on the Uploader; (v) attempting to collect or maintain any information about other users of the Uploader or other third parties for unauthorized purposes; (vi) transmitting any viruses, worms, defects, Trojan horses or other malicious code or items of a destructive nature; or (vii) using the Uploader for any unlawful, harassing, abusive, criminal or fraudulent purpose.
Proprietary Rights. Nothing contained in this Agreement conveys any ownership right to Us in any of the Authorized Content, or other materials provided by You. You acknowledge that as between You and The Kauffman Foundation, The Kauffman Foundation owns all right, title and interest in and to the Program, The Kauffman Foundation services, and the Uploader and portions thereof, including without limitation, all intellectual property rights.
Intellectual Property Complaints/Digital Millennium Copyright Act
The Foundation respects the intellectual property of others, and requires that our users do the same. The Foundation will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. If you believe that your work has been copied and is accessible on this site or through the Program in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide the Foundation's Copyright Agent with the following information in a notice (“Notice”). To be effective, the Notice must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
1. an electronic or physical signature of the person who is authorized to act on behalf of the copyright owner;
2. a description of the copyrighted work that you claim has been infringed;
3. identification of the copyrighted work you claim is being infringed (and, if possible, a location where an authorized copy of the copyrighted work exists, for example the URL of the website where it is posted or the name of the book in which it has been published);
4. identification of the URL or other specific location on the site where the material that you claim is infringing is located (you must include enough information so that the Foundation can locate the material);
5. your address, telephone number, and email address;
6. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
7. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Send the Notice to the Foundation’s Copyright Agent for notice of claims of copyright infringement as follows:

Mail:
Attention: Legal Department
Intellectual Property Complaints
DMCA Copyright Agent
4801 Rockhill Road
Kansas City, MO 64110
Phone:816.932.1000
Email:copyright@kauffman.org
Disclaimer and Limitation of Liability. THE PROGRAM, THE KAUFFMAN FOUNDATION SERVICES, ANY COPY PROTECTION, SECURITY FEATURES AND THE UPLOADER (THE "KAUFFMAN SERVICES") ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER. THE KAUFFMAN FOUNDATION AND ITS LICENSORS AND THIRD-PARTY SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO TELECOMMUNICATIONS, SERVER AND HOSTING SERVICES, POWER SUPPLIERS, AND OTHER SERVICE PROVIDERS (COLLECTIVELY, “SERVICE PROVIDERS”) EXPRESSLY DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE KAUFFMAN SERVICES, THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND WARRANTIES AS TO THE PERFORMANCE OF COMPUTERS OR NETWORKS. THE KAUFFMAN FOUNDATION, ITS LICENSORS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT THE KAUFFMAN SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE RESULTS OR INFORMATION OBTAINED FROM USE OF THE KAUFFMAN SERVICES WILL BE ACCURATE OR RELIABLE. IN NO EVENT SHALL THE KAUFFMAN FOUNDATION, ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU USE THE PROGRAM AND THE UPLOADER AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR AUTHORIZED CONTENT, AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE UPLOADER.
You Must Have the Right to Use All of the Images, Music and Data of Any Sort in Your Authorized Content, and You Must Have the Right to Grant the Licenses in this Agreement. By entering into this Agreement and uploading or otherwise providing Your Authorized Content to The Kauffman Foundation, You represent and warrant to The Kauffman Foundation the following: (a) You are at least 18 years of age if You are a natural person; (b) all of the information provided by You to The Kauffman Foundation to enroll and participate in the Program is correct and current (including without limitation information You provide in the Metadata Form); (c) the Authorized Content is not, in whole or in part, pornographic or obscene; (d) You hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in and to Your Authorized Content and Your Brand Features to enter into this Agreement and to grant the rights granted herein; (e) You have the legal right and authority to enter into this Agreement, to perform the acts required of You under the Agreement, and to grant the rights and licenses described in this Agreement. You further represent and warrant that (y) the Authorized Content and the rights and licenses granted to The Kauffman Foundation under this Agreement and The Kauffman Foundation’s authorized use of Your Authorized Content (including the public display, public performance, distribution and reproduction of Your Authorized Content): (i) do not and will not violate any applicable law, statute, ordinance or regulation and (ii) do not breach and will not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort or contract theories and (z) that the web site (including products and services therein) You designate in the Metadata Form to which The Kauffman Foundation may display a link in connection with the display of the Authorized Content does not and will not violate or encourage violation of any applicable law, statute, ordinance or regulation.
Your Obligation to Indemnify. You agree to indemnify, defend and hold The Kauffman Foundation and its respective directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) harmless from and against any and all third party claims, liability, loss and expense (including reasonable legal fees, damage awards, and settlement amounts) brought against any Indemnified Person(s) arising out of, or related to or which may arise from Your Authorized Content, Your Brand Features, The Kauffman Foundation’s authorized use of any of the foregoing, Your use of the Kauffman Services, and/or Your breach of this Agreement. The Indemnified Persons may in their sole discretion control the defense, at Your expense, of any claim indemnified herein. In the event that the Indemnified Parties determine not to control the defense of any claim hereunder, any Indemnified Person may join in defense with counsel of its choice at its own expense. You will not settle or resolve any such claim in a manner that imposes any liability or obligation on The Kauffman Foundation or affects The Kauffman Foundation’s rights in connection therewith without the advance written approval of The Kauffman Foundation, which will not be unreasonably withheld or delayed.
Termination; Withdrawal of Content. You may terminate this Agreement for convenience upon thirty (30) days prior written notice. You may withdraw Your Authorized Content from public display in the Program by providing The Kauffman Foundation with a written request as set forth in the FAQ. The Kauffman Foundation will use commercially reasonable efforts to remove Your Authorized Content from public display in the Program within thirty (30) days from receipt of notice of termination or withdrawal. The Kauffman Foundation may at any time in its sole discretion and without liability to The Kauffman Foundation terminate the Program or any product, service or feature offered in the Program, terminate this Agreement, or remove any Authorized Content from the Program.
Privacy and Information Rights. You agree that We may use information that You provide to Us when You register for the Program in accordance with the privacy policy located at http://www.buildastrongeramerica.com/privacy, as set forth in this Agreement. In addition, You agree that The Kauffman Foundation may transfer and disclose this information, including personally identifiable information, to third parties for the purpose of approving and enabling your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. The Kauffman Foundation may provide any of the above information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. The Kauffman Foundation disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party.
General.
1. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) if to You at the electronic mail address You provide in registering for the Program and (b) if to The Kauffman Foundation to such address as provided at http://www.buildastrongeramerica.com/privacy or as otherwise provided in writing for such notice purposes. A second copy of every notice to The Kauffman Foundation shall be sent to the same address, “Attn: Legal Dept.” Notice shall be deemed received (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail, or (v) by electronic mail when sent by The Kauffman Foundation only. Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.
2. Miscellaneous. You may not resell, assign or transfer any of Your rights hereunder. Any such attempt shall be null and void. The relationship between The Kauffman Foundation and You is not one of a legal partnership relationship, but is one of independent contractors. The words “You” or “Your” shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights relating to Authorized Content under applicable law, including but not limited to fair use principles of copyright law. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet or other network disturbances. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches. The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect. Except as otherwise set forth herein, this Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. This Agreement shall be construed as if jointly drafted by the parties. This Agreement shall be governed by the laws of the State of Missouri, without regard to its principles of conflicts of law. Any litigation hereunder shall be brought in any state or federal court of competent jurisdiction in Kansas City, Missouri; and the parties agree that venue shall be proper in, and consent to the personal jurisdiction of, such courts. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The provisions of Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any expiration or termination of this Agreement.