Terms of use

This is the official Terms of Use Agreement for www.thestandupcomedians.com (the “Site”), and this Agreement applies whether you are accessing the Site via a personal computer, a mobile device or any other technology or devices now known or hereafter developed or discovered (each, a “Device”).

This Site is offered and made available only to users 13 years of age or older. If you are not yet 13 years old and/or do not meet any other eligibility requirements, please discontinue using the Site immediately or, if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Site immediately because by using or attempting to use the Site, you certify that you are at least 13 years of age or other required greater age for certain features and meet any other eligibility requirements of the Site.

By using this Site, you understand, acknowledge and agree that you will abide by the terms of this Agreement and any additional terms that govern certain products and services, which will be presented in conjunction with those products and services (“Additional Terms”).

The Site’s Additional Terms and the Privacy Policy are hereby incorporated in this Agreement by reference. To the extent that there is a conflict between this Agreement and Additional Terms for the activity in which you choose to participate, the Additional Terms shall govern. This Agreement will remain in full force and effect as long as you are a user of the Site and in the event of termination of any membership, service or feature, you will still be bound by your obligations under this Agreement, the Privacy Policy and any Additional Terms, including any indemnifications, warranties and limitations of liability.

This Agreement does not cover your rights or responsibilities with respect to third-party content or sites or any links that may direct your browser or your connection to third-party sites or pages. This is the entire and exclusive Agreement between you and TheyKilledIt regarding use of the Site and it cannot be modified, except as specifically described herein.

By accessing this Site, you agree to be bound by the terms and conditions set out below.

1. Interpretation

1. Definitions.  Where used in this Agreement, each of the following words and phrases shall have the meanings set out below:

1. “Additional Terms” means additional terms that may govern certain products and services associated with the Site, which will be presented in conjunction with those products and services;

2. “Agreement” means this Terms of Use Agreement, and all references to “hereto”, “herein”, “hereof”, “hereby” and “hereunder”, and to similar expressions, refer to this Agreement and not to any particular section or portion of it.  References to “section”, “subsection” or “Addendum” refer to the applicable section, subsection or addendum of this Agreement, as the case may be;

1. “Comedic Content” means and refers to any and all content, media and materials submitted for production on the Site, including, without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in color, alone or in conjunction with other work, characters, real or imaginary, in any part of the world;

3. “Communities” means forum services, blogs, web communities and other message and communication facilities associated with the Site;

4. “Device” means a personal computer, a mobile device or any other technology or devices that may be used to access the Site or the Material;

5. “Material” means any of, individually or collectively, the contents of the Site except for the Comedic Content, including all Site software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all trademarks, service marks and trade names;

6. “PayPal” means PayPal, Inc., including its affiliated entities and operations;

7. “Posts” or “Postings” means posts, displays, transmissions and/or exchanges of information, ideas, opinions, messages or other information which occur on the Site or its Communities thereof;

8. “Privacy Policy” means TheyKilledIt’s Privacy Policy which you may view at www.thestandupcomedians.com;

9. “Site” means TheyKilledIt’s website located at www.thestandupcomedians.com, and all websites and web pages within the Site as well as any equivalent, mirror, replacement, substitute or backup websites and web pages that are associated with the Site, as well as the Materials;

10. “Submission Features” means the display and distribution of the Comedic Content on the Site or any other Platform;

11. “TheyKilledIt” means TheyKilledIt Productions Inc., including its affiliated entities and operations; and

12. “Use”, “using” or “usage” and all similar references and expressions mean any time an individual, directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with use, display, view, print or copy from the Site, transmit, receive or exchange data or communicate with the Site, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Site, for any purpose whatsoever.

3. registration

1. User name and password.  TheyKilledIt may require each user of the Site to have a unique user name and password combination in order to access and use certain features or functions of the Site and may also, from time to time, provide users of the Site with additional codes or passwords necessary to access and use certain features or functions of the Site.  As part of the registration process for the feature or function, you will choose a user name and password, or TheyKilledIt may assign an initial password which TheyKilledIt will give you the option to change. Your user name and password are personal to you and you may not allow any others to use your user name or password under any circumstances.

2. Unauthorized use of user name or password.  TheyKilledIt is not liable for any harm caused or related to the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. You agree to immediately notify TheyKilledIt if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your user name or password or any other need to deactivate your user name or password due to security concerns.

4. FEES

1. Fees.  Some components of the Site will require you to pay fees to TheyKilledIt.  The Site will allow you to download Submission Features through which you may stream video content.  Fees will be incurred for each time you download Submission Features to stream such video content.  You agree to pay TheyKilledIt all fees that you owe at the applicable rate then in effect as indicated on accompanying parts of TheyKilledIt’s web site. These fees are shown to you prior to your acceptance of the authorization and charge to be made to your account with the Site. The fees charged by TheyKilledIt may include amounts payable to PayPal and other such handling and service charges.  In the event that TheyKilledIt does not, for any reason, receive any fees you may owe through the services of PayPal, TheyKilledIt reserves the right to request all such outstanding fees from you without taking consideration of the status of your account, whether active, suspended, terminated or closed.  All payments received by TheyKilledIt, or PayPal as TheyKilledIt’s payment service provider, are non-refundable.

2. No Proprietary Rights.  Fees paid to TheyKilledIt shall not, in any manner, be construed as entitling you to obtain any proprietary rights or licenses, of any form, to the Site, the Materials, the Comedic Content or any other content contained in the Site.

4. ownership of intellectual property

1. Material.  The Material is the property of TheyKilledIt, and their affiliates, and any of their successors and assigns, and any of their respective licensors, suppliers, and operational service providers and are legally protected.

2. Comedic Content.  Unless otherwise specified in the Additional Terms, the Comedic Content is the intellection property of the individual that created and/or derived the Comedic Content, and the Comedic Content does not form the Material in any way thereof.

3. Limited Right to Use the Material.  The Site is to be used solely for your non-commercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Material you download, transmit, display, print or reproduce from the Site. You shall not, nor will you allow any third-party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third-party (including, without lim?itation, on or via a third-party website), or otherwise use, any Material without the express prior written consent of TheyKilledIt or its owner if TheyKilledIt is not the owner. Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable laws.  TheyKilledIt reserves the right, at its sole discretion, to disable access to the Site and its services of anyone who uses the Site to infringe on the intellectual property rights of others.

5. Copyright and Trademark Policies

1. Copyright and Trademark Policies.  The Materials and Comedic Content are provided by TheyKilledIt as a service to its customers and may be used for non-commercial, personal viewing use only.  Neither the whole nor any part of the Materials may be copied, scanned, reproduced or transmitted, in any form or by any means without the prior written permission of TheyKilledIt. You should assume everything you see or read on the Site is copyrighted unless otherwise noted. You require TheyKilledIt’s written consent to copy or display any portion of the Materials for redistribution to third-parties or for commercial purposes. The trademarks, logos, service marks and other names and icons identifying products and services on the Site are owned by or licensed to TheyKilledIt.  Nothing contained on the Site gives you or any other person the right or licence to use any trademark displayed on the Site without the express permission of TheyKilledIt.

6. rules of conduct

1. Rules of Conduct.  Your use of the Site is subject to all applicable local, provincial, and federal laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your user name or password. You shall not use, allow, or enable others to use the Site, or knowingly condone use of the Site by others, in any manner that is, attempts to, or is likely to:

1. be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;

2. affect TheyKilledIt adversely or reflect negatively on TheyKilledIt, the Site, TheyKilledIt’s goodwill, name or reputation or cause duress, distress or discomfort to TheyKilledIt or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Site, or from advertising, linking or becoming a supplier to TheyKilledIt in connection with the Site;

3. send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;

4. be used for commercial or business purposes, including, without lim?itation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or web pages;

5. transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;

6. forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;

7. violate any laws, regulations, judicial or governmental order or any treaties, or violate or infringe upon any intellectual property rights, rights of publicity or privacy or any other rights of ours or of any other person, firm or enterprise; gain unauthorized access to the Site, other users’ accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Site or to use the Site in any manner which violates or is inconsistent with the terms and conditions of this Agreement;

8. modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Site or the rights of use and enjoyment of the Site by any other person, firm or enterprise; or

9. collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of the Site, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so.

7. SUBMISSION FEATURES

1. Submission Features.  TheyKilledIt may make Submission Features available to users of the Site for your personal use.

2. Discretion to Change Availability of Submission Features.  TheyKilledIt may, at any time, change how, to whom and to what extent these Submission Features are available without any notice and in its sole discretion.

3. Content Available through Submission Features is for Streaming Viewing Only.  If you visit the Site or take advantage of any of these Submission Features, whether you use these Submission Features on your own personal or customized web pages, whether they are displayed or appear embedded or housed within a web page or website of anyone else, whether a commercial website or web page, an advertisement, promotional message or even a personalized or customized web page of a friend or through any Device that can access any of these Submission Features, you agree not to download any content made available as part of the Submission Features and acknowledge that such content is available only for streaming viewing and, further, that you are bound by the applicable provisions of this Agreement and TheyKilledIt’s Privacy Policy.

8. POSTINGS

1. Postings.  Your comments, suggestions and information are important to TheyKilledIt. Portions of this Site may provide you and other users an opportunity to participate in Communities and may provide you with the opportunity, through such Communities or otherwise, to submit Postings. You understand, acknowledge and agree that such Postings are the sole responsibility of the person from which such Postings originated. This means that you are solely and entirely responsible for the consequences of all Postings that you upload, post, email, transmit or otherwise make available via the Site. Postings do not reflect the views of the Site, TheyKilledIt, or its affiliates or any related entities. TheyKilledIt reserves the right to monitor, edit or screen any Postings. If TheyKilledIt determines, in its sole discretion and judgment, that any Posting does or may violate any of the terms of this Agreement, TheyKilledIt reserves the right, at any time and without lim?iting any and all other rights under this Agreement, at law or in equity, to:

1. refuse to allow you to Post;

2. remove and delete Postings;

3. revoke your right to use the Site; and/or

4. use any technological, legal, operational or other means available to TheyKilledIt to enforce the provisions of this Agreement, including, without lim?itation, blocking specific IP addresses or deactivating your registration on the Site.

2. Representations and Warranties.  If a Posting originates from you or your account, you hereby agree that:

1. you specifically authorize the Site, TheyKilledIt, or its affiliates or any related entities to use such Posting in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together with or as part of other information, content and/or material of any kind or nature;

2. you represent and warrant that

1. the Posting is original to you and/or fully cleared for use as contemplated herein,

2. the Posting does not and will not, in any way, violate or breach any of the terms of this Agreement,

3. the Posting does not contain libelous, tortious, or unlawful information, infringe or violate any copyright or other right, or contain any matter the publication or sale of which will violate any local, provincial or federal law or regulation, or otherwise give rise to any civil liability,

4. the Posting is not obscene or in any other manner unlawful,

5. the Posting shall not be injurious to the health of any user, and

6. TheyKilledIt shall not be required to pay or incur any sums to any person or entity as a result of its use or exploitation of the Posting; and

3. if your Posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that

1. you have the right to grant the Site, TheyKilledIt, or its affiliates or any related entities the right to use all such Postings as described above,

2. the Posting was produced in compliance with all applicable laws and regulations, and

3. for any Posting that contains original videos, you will comply with any applicable identification verification and record-keeping requirements, and you will secure and maintain the requisite personal information and identification documentation for all individuals who appear in any such original videos, as may be required by law and/or otherwise requested or required by TheyKilledIt in connection with its corporate compliance policies and practices, which includes the individual’s full legal name, current address, date of birth and a legible photocopy of a valid government-issued identification document to verify the individual’s identity. With the submission of each such Posting, TheyKilledIt, or its affiliates or any related entities reserve the right to require you to deliver a full and complete set of such identification verification records to TheyKilledIt or its agents, as well as a legible photocopy of your valid driver’s license, passport or other acceptable government-issued photo identification for TheyKilledIt’s verification and record-keeping purposes. In addition, you specifically acknowledge and agree to abide by TheyKilledIt’s policies regarding governmental certification procedures relating to the foregoing identification verification and record-keeping procedures and, if applicable, you will promptly comply with any specific requests or directions we give you in connection with Postings you submit that may be subject to these requirements.

3. Acknowledgements.  You understand, acknowledge and agree that TheyKilledIt has the right to delete, re-format and/or change your Postings in any manner that it may determine, at its sole discretion. The amount of storage space on the Site per user is limited. Some Postings may not be processed due to space constraints or outbound message limitations. You understand, acknowledge and agree that we assume no responsibility for deletion of Postings or any failure to store, receive or deliver Postings in a timely manner or any other matter relating to Postings. Posting is for non-commercial purposes only and you may not Post in any manner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.

9. CONTESTS AND PROMOTIONS

1. Contests and Promotions.  From time to time, TheyKilledIt, or its affiliates or any related entities or the Site’s operational service providers, suppliers, or advertisers, may conduct promotions on or through the Site, including, without lim?itation, auctions, contests and sweepstakes. Such promotions may have Additional Terms which will be posted or otherwise made available to you and, for the purposes of each promotion, will be deemed incorporated into and form a part of this Agreement.

2. Emails and Newsletters.  In order to facilitate contests or promotions, TheyKilledIt may contact you through the issuance of emails, newsletters or other forms of subscription services or any combination thereof in accordance with its Privacy Policy.  You maintain the right to not receive any such communications from TheyKilledIt as set out in the Privacy Policy.

10. EXTERNAL LINKS

1. External Links.  This Site may contain links to other websites that are not under the control of TheyKilledIt and TheyKilledIt is not responsible for and makes no representations or warranties concerning the contents of any linked website or any link contained in a linked website. It is your responsibility to verify any information contained within the links before relying on it.  The information contained in the links may be changed or updated at any time without notice.  TheyKilledIt provides links to you only as a convenience and the inclusion of any link does not imply endorsement, investigation or verification by TheyKilledIt of the linked site.  Your use of the linked websites may be subject to terms and conditions contained in these websites, which you should locate and review.

2. PayPal.  Any fees that you incur by provisioning the services of the Site must be paid using the online payment services of PayPal.  TheyKilledIt relies upon PayPal to maintain all necessary licenses and permits required by the laws and regulations of the countries from which the payments are sent and as may otherwise be applicable. If you will be using any of the Site’s fee-based components, it will be necessary for you to open a PayPal account, and be subject to the applicable PayPal Terms of Use, which you may review at  http://www.paypal.com/cgi-bin/webscr?cmd=p/gen/terms-outside or such other link as may be determined and modified by PayPal from time to time. TheyKilledIt is not affiliated with PayPal, and neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other.  You shall be solely responsible and liable for payment of any facilitating, administrative, or processing fees or charges, as applicable under the PayPal policy rules and guidelines;

11. Monitoring

1. Monitoring.  Notwithstanding anything set out herein, TheyKilledIt is under no obligation to monitor the Site and/or any related Communities and assumes no responsibility or liability should the Site’s content be modified or altered in any way without TheyKilledIt’s consent nor does it assume responsibility or liability for any Postings in any related Communities.

12. Revisions

1. Revisions.  TheyKilledIt may at any time revise this Agreement by updating this posting. You should therefore review this Agreement each time you access the Site.

13. MATERIAL AND COMEDIC CONTENT Descriptions

1. Descriptions.  TheyKilledIt attempts to be as accurate as possible, however, TheyKilledIt does not warrant that its descriptions of the Material, Comedic Content or other content of this Site is accurate, complete, reliable, current or error-free.  Price and availability information is subject to change without notice.

14. Consent

1. Consent.  You acknowledge that you have read TheyKilledIt’s Privacy Policy which you may view at www.thestandupcomedians.com, as it may be updated from time to time, and hereby consent to the collection, use and disclosure by TheyKilledIt and its agents of your personal information (whether previously collected or to be collected) for the purposes identified in the Privacy Policy.  Other than as set out in the Privacy Policy, TheyKilledIt will not collect your personal information.

15. Viruses

1. Viruses.  TheyKilledIt assumes no responsibility and shall not be liable for any damages to or viruses that may infect your computer equipment or other property on account of your access to, use of or browsing in the Site or your downloading of any materials, data, text or images from the Site.

16. WarrantIES AND RepresentationS

1. Warranties and Representations.  Your use and browsing of the Site is at your own risk.  Nothing in the Site, including but not limited to the Materials, Comedic Content or other content, including product or service information, shall add to or change any contract for products or services you may have with TheyKilledIt, its suppliers or affiliates.  Neither TheyKilledIt, its partners, suppliers, affiliates, nor any other party involved in creating, producing, or delivering the Site is liable for any direct, indirect, incidental, special, consequential, punitive or other damages whatsoever, including business interruption, loss of use, data, information, profits (regardless of the form of action, including but not limited to contract, negligence or other tortious act) arising out of or in connection with your access or use of the Site even if TheyKilledIt  has been advised of or foresees the possibility of any damages occurring.  Without limiting the foregoing, everything on the Site is provided to you “as is” without representation, warranty or condition of any kind, either express, implied, or statutory including, but not limited to, implied representations, warranties or conditions of merchantability, fitness for a particular purpose, durability, title, non-infringement of intellectual property rights or inter-operability of products or services.  Changes or updates to the contents of this Site may occur without notice.

2. You agree that your use of the Site shall be at your sole risk and responsibility. To the fullest extent permitted by law, TheyKilledIt, its officers, directors, and agents disclaim all warranties, express or implied, in connection with the Site. TheyKilledIt does not warrant, endorse or guarantee that the content on the Site is of socially, culturally or morally acceptable standards.

17. LIMITATION OF LIABILITY

1. Limitation of Liability.  The Comedic Content does not reflect the views of the Site, TheyKilledIt, or its affiliates or any related entities.  TheyKilledIt does not censor any Comedic Content that is made available to you on the Site.  TheyKilledIt is not in any manner responsible for the Comedic Content or any related communications or the activities of individuals whose videos are posted on the Site. You acknowledge that TheyKilledIt is not undertaking any obligation or liability relating to the Comedic Content and TheyKilledIt’s respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders, as applicable from time to time, do not undertake or assume any duty to monitor the Site for inappropriate content.  TheyKilledIt and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, TheyKilledIt reserves the right to block or remove any Materials, Comedic Content, Posts or other communications that it determines to be:

1. abusive, defamatory, or obscene;

2. fraudulent, deceptive, or misleading;

3. in violation of a copyright, trademark, patent, trade secret, intellectual property or other rights of another; or

4. offensive or otherwise unacceptable to TheyKilledIt in its sole discretion.

2. No Actions.  You hereby agree that you shall not use any Materials, Comedic Content or information contained in the Site or the links to the Site in any claims, proceedings, suits or actions against TheyKilledIt, its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders, as applicable.

18. Indemnification

1. Indemnification.  You agree to defend, indemnify and hold TheyKilledIt, its suppliers, partners, affiliates and related companies harmless from any and all liabilities, costs and expenses, including reasonable legal fees related to any violation of this Agreement by you, or in connection with your use of the Site or with the placement or transmission of any message or information on the Site by you.

19. Waiver

1. Waiver.  TheyKilledIt’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or rights contained in this Agreement.

20. MODIFICATIONS

1. Modifications.  TheyKilledIt reserves the right, at any time and from time to time, for any reason, in its sole discretion, to change the terms of this Agreement. TheyKilledIt will post or display notices of material changes on the Site and/or e-mail you or notify you upon login about these changes. The form of such notice is at TheyKilledIt’s sole discretion. Once TheyKilledIt posts any changes to this Agreement, or any other agreement to the Site, these changes become effective immediately and if you use the Site after they become effective, it will signify your agreement to be bound by the changes. You should check back frequently and review the terms and conditions of this Agreement, including, but not lim?ited to, other Additional Terms, and the Privacy Policy, regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with TheyKilledIt.

21. Governing Laws

1. Governing Laws.  By visiting the Site, you agree that this Agreement shall be governed by the laws of the province of British Columbia and the federal laws of Canada applicable therein and you agree to be bound by the laws of these jurisdictions.

22. PRICES

1. Prices.  All prices are quoted in Canadian dollars and do not include applicable taxes or shipping and handling.

23. No Solicitation

1. No Solicitation.  The Site and the information contained herein do not constitute an offer or a solicitation of an offer for the purchase or sale of any securities.