TERMS OF SERVICE
LAST UPDATED: JULY 2010

IMPORTANT! PLEASE READ THE FOLLOWING PARTNERS + SIMONS VIDEO EXPERIENCE (www.puppetchemistry.com) (“SITE") TERMS OF SERVICE ("AGREEMENT") CAREFULLY BEFORE USING THE SITE AND/OR ACCESSING THE VIDEOS POSTED THEREON AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. This Agreement only applies to the Site and does not apply to any other web site, any other video or any offline activities sponsored, hosted or otherwise maintained by the Site's creator and operator, Partners + simons, Inc. (“P+s”). The Site is brought to you by P+s, subject to applicable licenses granted to it by P+s’ clients and vendors. P+s is referred to under these Terms of Service (the “Agreement”) as "Operator," "we," "us" or "our". You agree to this Agreement by accessing or using the Site, registering for services offered on the Site, or by accepting, uploading, submitting or downloading any information or content from or to the Site. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THIS AGREEMENT, DO NOT USE OR DISCONTINUE YOUR USE OF THE SITE.

• SUMMARY
  Below is a short summary of some significant terms governing your use of the Site and which, in some cases, are included in this Agreement. You should always the full Agreement, but the Operator thought it might be helpful to bring several key points to your attention at the outset:
  
  • You shall not acquire any rights in and to the Content (as defined below) except as expressly provided in this Agreement.
  • There are certain restrictions on the manner and number of times you may transfer, play, and otherwise use your Content.
  • We may make periodic updates to the Site at any time and from time to time with or without notice to you.
  • The Site may include digital rights management, security and anti-tampering related features which, if triggered, may result in Content that was previously available for use being unavailable thereafter.
  • You must be at least 18 years of age to accept this Agreement and use the Site.
  • By using the Site, as available, you consent to the Operator’s Privacy Policy for the Site (accessible at http://www.puppetchemistry.com/privacy), including the policies set forth therein regarding collection, processing and use of information related to you and your use of the Site
  • You understand you may encounter Content you may find objectionable.
  • We may modify this Agreement and may change (e.g., add to, remove or modify) all or any part of this Agreement at any time, and although we will post a notice whenever we make a material change, you are responsible for checking this Agreement periodically to be sure you are aware of the terms and conditions that apply to you at any time.
• RESERVATION OF RIGHTS
  The Operator make no representations about the accuracy, reliability, completeness, or timeliness of any Content or the results to be obtained from using the Site and you expressly agree that your use of the Site is solely at your own risk. Your right to use the Site is not assignable or transferable. Any unauthorized or prohibited use of the Site may subject you to civil liability, criminal prosecution, or both. You understand and acknowledge that in all circumstances your rights with respect to Content will be limited by copyright law and by this Agreement.
  
  Operator hereby reserves the right to modify, add to, change or remove any part of this Agreement at any time, with or without notice. You should therefore periodically visit this page, by clicking on the hyperlink entitled "Terms of Service" at the bottom of each page within the Site to review the then-current Terms of Service. In case of any material change to these Terms of Service, we will replace the "Terms of Service" link on the bottom of the Service homepage with a link entitled "Terms of Service Updated XX/XX/XXXX" for no less than 30 days. All changes to this Agreement will be effective when posted, and your continued use of the Site after the posting will constitute acceptance of, and agreement to be bound by, those changes. If you do not agree to (or cannot comply with) this Agreement as amended, your sole remedy is to stop using the Service.
• OWNERSHIP & LICENSE OF SITE MATERIALS
  Unless otherwise explicitly specified, you agree that all Content (defined below) is, as between you and the Operator, owned or licensed by the Operator. "Content" includes, without limitation: audio; visual; audiovisual; text; graphics; layout; instructions; images; designs; advertising copy; logos; domain names; trade names; service marks and trade identities; any and all copyrightable materials (including source and object code); the "look and feel" of the Site; the compilation, assembly and arrangement of the Site; and all other protectable materials and elements related to the Site in any media or format now known or hereinafter devised, whether physical, electronic, digital, analog or otherwise. You agree that your right to use the Site and Content, as set forth in this Agreement, is subject to using it for personal, non-commercial use only and that such use will not in any way transfer or convey any ownership rights or other proprietary interests therein to you.
• USER CONDUCT
  You agree to act responsibly in a manner demonstrating the exercise of good judgment. For example and without limitation, you agree not to: (a) violate any applicable law or regulation in connection with your use of the Site, (b) submit any materials that conflict with any of your representations and warranties set forth in this Agreement, (c) infringe, misappropriate or violate the rights of any third party, including without limitation, intellectual property, privacy, publicity and/or contractual rights of Operator, (d) use the content and information available through the Site for any unauthorized purpose, (e) interfere with or damage the Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology, (f) except as expressly provided herein, use the Site to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, any personal contact information or account numbers, or any defamatory materials of any kind, except where you have obtained express permission from such other person or entity in connection with any of the foregoing, or (g) use the Site in connection with the distribution of unsolicited commercial e-mail ("Spam") or advertisements, (h) "stalk" or harass any other party, whether he/she is a user of the Site or otherwise, (i) use the Site for any self-interested commercial purpose whatsoever (including, without limitation, to advertise, market, promote, sell or otherwise exploit any product or service), or (j) assist any third party in doing any of the foregoing.
  
  You are solely responsible for your use of the Site and interactions with other users of the Site. You are solely responsible for all content (including, without limitation, User Materials which are defined herein) uploaded to, published or displayed through your use of the Site, including any email messages. Operator will not be responsible for any damage or harm resulting from your use of the Site and/or interactions with other users. We reserve the right, but will have no obligation, to monitor your use of the Site and interactions between users and take any action in good faith to restrict access to or the availability of any material that Operators or another user may consider to be obscene, lewd, defamatory, lascivious, filthy, offensive, violent, harassing or otherwise objectionable in the sole discretion of the Operators. In addition to the foregoing, you may not submit materials that consist of nudity, violence, or offensive subject matter.
  
  If you are under 18 years of age, but are at least 13 years of age or older, your parent or legal guardian must accept and agree to this Agreement on your behalf. In compliance with the Children's Online Privacy Protection Act ("COPPA"), as such may be amended from time to time, if you are under the age of 13, you are asked not to provide any information to us either through the Site or through any other activity. We believe that children using the Internet require special protection, and we urge parents or guardians to explain Internet safety to their children.
• PRIVACY
  You agree and acknowledge that your use of the Site and submission of any materials thereto is governed by the applicable Privacy Policy, accessible at http://www.puppetchemistry.com/privacy. By submitting User Materials of any kind to the Site, you understand that such User Materials may be made available for public review, and you waive any and all privacy expectations with respect to such materials. If you choose not to have your User Materials viewable by people you do not know, you should not upload User Materials to the Site.
• NATURE OF CONTENT
  You understand the Content contained within the Site is intended to constitute a sponsored advertisement for the company featured therein. The Operator makes no representations or warranties regarding the accuracy of such Content and you should not rely on the Content – it is presented and made available to you “as is”.
• OWNERSHIP OF USER MATERIALS
  By submitting User Materials on the site, you acknowledge that all ownership rights in and to the same shall forthwith and automatically be conveyed to Operator without consideration. If you do not wish to transfer your rights in the User Materials to Operator, you should not submit or post them on the Site. For the avoidance of doubt, when you submit User Materials to the Site, you acknowledge that Operator will own such materials and may use them in any manner it deems appropriate.
• USER MATERIALS
  As used in this Agreement, the term "User Materials" refers to the materials that you upload, submit or otherwise provide to Operator via the Site. Certain functionality on the Site permits collaborative creation by users. Your contributions to the Content are User Materials. You acknowledge and agree that all right, title and interest (including, without limitation, copyright, trademark and other intellectual property rights) in and to any and all content, elements and materials created by or for Operator incorporating all or any portion of the User Materials will be exclusively owned and controlled, as between you and Operator, by Operator.
  
  You also agree not to assert any privacy, publicity, moral or similar rights (and to the extent any other person(s) whose name(s), voice recordings, photographs and/or likeness(es) and/or performances that are embodied in the User Materials, you represent and warrant that you have obtained all necessary consents from such third parties consistent with the full scope of rights granted to Operators pursuant to this Agreement, and you agree that such persons will not assert any intellectual property, privacy, publicity, contractual, moral or similar rights, or make any claims that any User Materials are objectionable or otherwise defamatory).
• THIRD PARTY LINKS AND CONTENT
  The Site may contain content from parties other than P+s ("Third Party Content"), either through services we offer or through links to third party web sites other than the Site ("Third Party Sites"). You may also find links to Third Party Content and Sites in communications you receive from the Site. Operator does not control, maintain or endorse Third Party Content or Third Party Sites and make no representations or warranties about either. By using the Site, you may be exposed to Third Party Content that is false, offensive, indecent or otherwise objectionable and you agree that Operator will not be liable in any way or under any circumstances for any Third Party Content, including, without limitation, any errors or omissions in any Third Party Content or any loss or damage of any kind you may incur as a result of the use of any Third Party Content or Sites posted, stored, accessed or transmitted via the Site. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. YOU AGREE TO REVIEW AND EVALUATE ALL POLICIES, RULES, TERMS AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF SERVICE OF EACH AND ANY THIRD PARTY SITE THAT YOU VISIT, AND BEAR ALL RISKS ASSOCIATED WITH, THIRD PARTY CONTENT AND THIRD PARTY SITES.
• VIRAL DISTRIBUTION
  Operator grants you the limited, revocable permission to engage in Viral Distribution of the Content as may from time to time be made available on the Site for such purpose. "Viral Distribution" means, for non-commercial purposes only: (a) sending Content to friends, acquaintances at no charge by e-mail or other forms of digital delivery; (b) reproducing copies of the Content for personal use; and (c) posting and displaying links to Content on a personal web site, on a social networking site or on a third party web site that permits posting of such links at the direction of users subject to its terms and conditions, provided that such third party web site does not charge for access to the Content or associate products, services or advertising with the Content.
  
  You agree to include, and not remove or alter Operator's trademarks, copyrights or other proprietary rights notices specified on the Site and within e-mail page(s), when displaying and/or distributing any Content, and you agree to comply with usage guidelines that may be provided by Operator from time to time. WE DO NOT ENCOURAGE OR REWARD YOU FOR VIRAL DISTRIBUTION AND YOU AGREE NOT TO ENGAGE IN SPAMMING OR OTHER UNLAWFUL OR CONTROVERSIAL BEHAVIOR IN CONNECTION THEREWITH.
• PROPRIETARY RIGHTS
  You agree that all Content and materials available on the Site are protected by rights of publicity, copyright, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Operator, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or Content available on the Site, or otherwise use any Content, copyrights, trademarks or intellectual property of Operators in any way without Operator’s prior written consent. You also agree not to retrieve data or other Content or any materials from the Site to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of "bots" or otherwise. You agree not to use any of Operator’s Content, names or trademarks as metatags and/or seach terms on other web sites. You agree not to display any of the Site in a frame (or any of our Content via in-line links) without Operator’s express written permission.
• COPYRIGHT AGENT
  You may not use the Site for any purpose or in any manner that infringes the rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA") (full text at http://www.copyright.gov), Operator has designated an agent for receiving notices of copyright infringement relating to the Site and Operator’s agent (the “Agent”) shall be required to follow the notice and take down procedures of the DMCA. In addition, Operator has instituted and shall follow its policy of terminating the accounts of users who (in their reasonable discretion) infringe the rights of Operator and/or any other party. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Agent with the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. § 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright 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; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has 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 (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• REPRESENTATIONS AND WARRANTIES
  You represent and warrant that:
  
  • You have the full right and power to enter into and perform this Agreement and to grant Operator all rights in and to the User Materials as contemplated in this Agreement, including, without limitation, the license grants in this Agreement;
  • the User Materials (and Operator’s use thereof as contemplated under this Agreement) do not and will not infringe, misappropriate or violate any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party;
  • all information that you have provided or will provide to Operators is true and complete;
  • the User Materials do not and will not violate any law, statute, ordinance or regulation;
  • the User Materials do not and will not: (i) defame, libel, slander or threaten anyone or anything, (ii) contain sexually explicit content that is pornographic, obscene, harmful to minors, or that violates child pornography or child sexual exploitation laws (iii) denigrate any ethnic, racial, sexual or religious group by stereotypical depiction or otherwise, (iv) include images or the likeness of any individual other than you (except where you have obtained express permission from such other individual(s) for such exploitation), (v) encourage or otherwise depict drug use, (vi) make use of offensive language or images, (vii) promote physical harm of any kind against any individual or group or characterize violence, (viii) contain any personal contact information of you or any other individual, (ix) promote an illegal or unauthorized copy of another person's copyrighted work; (x) violating someone's privacy, or providing or creating computer viruses; and/or (xi) engage in any commercial activities whatsoever and/or sales without Operators' prior written consent; and
  • the User Materials do not and will not contain any viruses spyware, adware or other programming routines that may detrimentally interfere with computer systems or data, whether those of Operators or any third party.
• USER DISPUTES
  You are solely responsible for your interactions with other users of the Site, whether online or offline. We are not responsible or liable for the conduct of any user. Operator reserves the right, but has no obligation, to monitor disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.
• INDEMNITY
  You agree to defend, indemnify, reimburse and hold Operator and its parent, subsidiaries and affiliated entities, and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all claims, damages, investigations, liabilities, loss, damages, judgments, settlements, costs and expenses (including attorney's fees, costs and expenses and court costs) that directly or indirectly arise out of or are directly or indirectly related to:
  
  • your use of the Site or activities in connection with the Site;
  • the User Materials;
  • any anticipatory breach, breach or alleged breach of your representations and warranties and/or any anticipatory breach, breach, alleged breach or violation of any other terms and conditions of this Agreement;
  • your violation or alleged or threatened violation of any laws, rules regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities;
  • information or material transmitted through your computer to the Site as User Materials or otherwise, even if not submitted by you, that infringes, violates or misappropriates any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, trade dress, defamation, right of privacy or publicity or moral rights of any third party,
  • any misrepresentation made by you; and
  • Operator’s use of your information or your User Materials.
  You agree to fully cooperate as required by the Operators in the defense of any claim. Operators reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of the Operators.
• LIMITATION OF LIABILITY
  YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND CONTENT IS AT YOUR OWN SOLE RISK. THE SERVICE AND ALL PORTIONS THEREOF ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND BY OPERATOR, AND TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, OPERATOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT. OPERATOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD OPERATOR RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING THE SITE OR USING THE CONTENT, INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE, SYSTEMS, MOBILE DEVICES, OR REGISTERED PORTABLE DEVICES YOU USE TO ACCESS THE SAME. SHOULD ALL OR ANY PART OF THE SITE AND/OR THE CONTENT PROVE DEFECTIVE YOU (AND NOT OPERATOR) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, CORRECTION OR REPLACEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO OPERATOR.
  
  THERE IS NO WARRANTY THAT THE SITE AND/OR THE CONTENT/PRODUCTS FEATURED ON THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE. OPERATOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE SOFTWARE WITH RESPECT TO ITS PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO OPERATOR. THE EXCLUSION OF IMPLIED WARRANTIES MAY NOT BE PERMITTED BY SOME JURISDICTIONS AND THUS, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
• STATUTE OF LIMITATIONS
  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
• ENTIRE AGREEMENT
  This Agreement and the Privacy Policy incorporated herein (and any amendment or revision by us to either) together constitute the entire agreement between you and Operator with respect to its subject matter and supersedes all prior and/or contemporaneous agreements and understandings, written or oral, between you and us with respect to the subject matter hereof. Except as expressly set forth herein, these Terms of Service may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by one of Operator’s authorized officers. If any part of these Terms of Service is found invalid or unenforceable by a court of competent jurisdiction, the remainder of these Terms of Service will be interpreted so as to reasonably affect the intention of the parties. Headings are for reference purpose only and in no way define, limit, construe or describe the scope or Content or extent of such section. No provision hereof shall be deemed waived (by any act or omission) unless such waiver is in a writing signed by one of our authorized officers. These Terms of Service will bind and inure to the benefit of each party's successors and assigns, provided that you may not assign or transfer these Terms of Service, in whole or in part, without the prior written consent of one of our authorized officers.