User Material

You retain all of your rights in your User Material. You shall be solely responsible for your own User Material and the consequences of posting or publishing it on the Nightlyfe Videos. You acknowledge that you have no expectation of privacy or confidentiality with respect to your User Material. In connection with User Material that you make available on the Nightlyfe Videos, you expressly represent and warrant that you either own or have secured the necessary licenses, rights, consents, and permissions to enable Nightlyfe TV to include the User Material as part of the Nightlyfe Videos and in the manner contemplated by these TOU. You warrant that all moral rights to the User Material you submit have been waived.

By submitting, posting, uploading, emailing or otherwise providing User Material to Nightlyfe TV, you hereby grant Nightlyfe TV a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit the User Material in connection with the Nightlyfe Videos and Nightlyfe TV's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Nightlyfe Videos (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Nightlyfe Videos a non-exclusive license to access your User Material through the Nightlyfe Videos, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Material as permitted through the functionality of the Nightlyfe Videos and under these TOU.

Nightlyfe TV does not guarantee that any User Material or Uploaded Content will be made available on the Nightlyfe Videos. Nightlyfe TV shall have no obligation to monitor any User Material and Uploaded Content. Nightlyfe TV does not assume any responsibility or liability for any User Material and you agree to waive any legal or equitable rights or remedies you may have against Nightlyfe TV regarding such User Material. However, Nightlyfe TV and its agents reserve the right to monitor any User Material and Uploaded Content from time to time for any lawful purpose. Nightlyfe TV may, without notice to you, remove or block any User Material and/or Uploaded Content from the Nightlyfe Videos, including disabling access to such User Material and/or Uploaded Content that you have downloaded through the Nightlyfe Videos.

Content

Content on Nightlyfe Video is meant for all audiences. You understand that you will be exposed to User Material and Uploaded Content from a variety of users. Nightlyfe TV does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of such User Material or Uploaded Content. You further understand and acknowledge that you may be exposed to User Material or Uploaded Content that is inaccurate, offensive, indecent, or objectionable.

Indemnification

You agree to defend, indemnify and hold harmless The Nightlyfe Television Networks, Inc and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, "The Nightlyfe Television Networks, Inc Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) your use of and access to the The Nightlyfe Television Networks, Inc Service; (ii) your violation of any term of these TOU; (iii) your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any User Material or Uploaded Content you upload and publish on the The Nightlyfe Television Networks, Inc Service caused damage to a third party; or (v) your gross negligence or willful malfeasance (collectively, "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the The Nightlyfe Television Networks, Inc Indemnitees.

The Nightlyfe Television Networks, Inc shall have the right, in its sole discretion, to select its own legal counsel to defend the The Nightlyfe Television Networks, Inc Indemnitees from any Claims (but by doing so shall not waive your indemnity obligations), and you shall be solely responsible for the payment of all reasonable attorneys' fees incurred by the The Nightlyfe Television Networks, Inc Indemnitees in connection therewith. You shall not, without the prior express written approval of The Nightlyfe Television Networks, Inc, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for any The Nightlyfe Television Networks, Inc Indemnitee. This defense and indemnification obligation will survive these TOU and your use of the The Nightlyfe Television Networks, Inc Websites.

Miscellaneous

Acceptance. If you do not accept all of the terms and conditions set forth in these TOU, you may not access or use the Nightlyfe Videos. Ability to Accept. Nightlyfe TV is only available to users who are over the age of 18. If you are under 21 years of age, you may not register for or video submissions to Nightlyfe Videos or VIP Membership.

Assignment

You may not assign any of your rights or obligations under these TOU without The Nightlyfe Group's express prior written consent. The Nightlyfe Group may assign its rights or assign or delegate any of its obligations under these TOU without restriction.

Modification

The Nightlyfe Television Networks, Inc shall have the right to modify these TOU at any time, which modification shall be effective upon posting the new TOU on the Terms of Use page of the Nightlyfe TV Website. We recommend that you check this website regularly for any such changes. Your use of Nightlyfe Videos following such posting shall be deemed to constitute your acceptance of such modification. These TOU may not otherwise be changed or modified, except in a writing signed by an authorized representative of The Nightlyfe Television Networks, Inc.