Terms And Conditions Of Use Agreement

Effective December 13, 2010

These Terms and Conditions of Use (the “Terms of Use”) apply to the TimesSquareBall.net (“TSB.net”) web domain, including the Photo Display Service (“PDS”) (collectively, “Site”), which is operated by Countdown Entertainment LLC (“Countdown”, “we”, “us” or “our”). By using the Site, you agree to comply with all of the Terms of Use.

If you do not agree to these Terms of Use, you should not access or use the Site.

Countdown reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes.

1. Permission To Use The Site

We grant you permission to use the Site subject to the restrictions in these Terms of Use.

Your use of the Site is at your own risk, including the risk that you might be exposed to text, images, photos, audio, video, or other form of data or communication that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

2. You Are Responsible For Your Content

You alone are responsible for your text, images, photos, audio, video, or other form of data or communication (collectively, “Your Content”), and you assume all risks associated with your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in your Content that makes you personally identifiable. You represent that you are 13 years of age or older and, if you are under the age of 18, you either are an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into these Terms of Use, submit content, participate on the Site, and fulfill the obligations set forth in these Terms of Use, which forms a binding contract between you and Countdown.

You agree not to upload, post or otherwise transmit any of Your Content (i) that violates or infringes in any way upon the rights of others; (ii) that causes injury to any person or entity; (iii) that is offensive or indecent; (iv) that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; or (v) which contains advertising or any solicitation with respect to products or services.

You represent that you own, or have the necessary permissions to use and authorize the use of Your Content. You agree not to upload, post, or otherwise transmit any User Content protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right. The burden of determining that any of Your Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission.

You agree not to interfere with or disrupt the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; and that your use of the Site does not violate these Terms of Use.

3. Copyright Ownership.

As between you and Countdown, you own Your Content.

The Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Site are copyrighted as a collective work under the United States copyright laws. Countdown owns copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Countdown also owns the copyrights, trademarks, trade names, and other intellectual and proprietary rights throughout the world associated with Countdown and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works, publicly display or in any way exploit any of the content, in whole or in part, except as expressly authorized by us.

4. Countdown’s Right To Use Your Content

Countdown does not claim ownership of any of Your Content you upload, display or publish (“posting”) to the Site. By posting Your Content to the Site, you grant Countdown a worldwide, royalty-free, non-exclusive, fully sub-licensable license to use, distribute, reproduce, modify and publicly display Your Content (in whole or in part) for the purposes of operating, and enabling your use of, the Site.

Countdown reserves the right to remove, screen, edit, or reinstate Your Content from time to time at our sole discretion and without notice to you. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

You agree that Countdown shall have the right to archive Your Content, and to use Your Content to promote the Site now and in the future.

Further information regarding Countdown’s right to use Your Content can be found in the most current Privacy Policy, which is hereby incorporated by reference.

5. Other Visitors’ Rights To Use Your Content

By posting Your Content, you hereby grant visitors to the Site a worldwide, royalty-free, nonexclusive license to view and to respond to Your Content, e.g., by “liking” a photograph or writing a response to your blog entry.

6. Countdown’s Content Feed

We make some of the Site content (the “Feed Content”) available via Real Simple Syndication (the “Feed”). You may access and use the Feed in order to display Feed Content on your personal computer, website, or blog (“Your Site”), provided that (i) your use of the Feed is for personal, non-commercial purposes only, (ii) your display of the Feed Content links back to the relevant pages on Countdown’s websites, and attribute Countdown as the source of the Feed Content, (iii) your use or display of the Feed Content does not suggest that Countdown promotes or endorses any third party causes, ideas, websites, products or services, including Your Site, (iv) you do not redistribute the Feed Content, and (v) your use of the Feed does not overburden Countdown’s systems. Countdown reserves all rights in the Feed Content and may terminate the Feed at any time.

7. Advertising

The Site displays advertisements and promotions, and you agree that Countdown may place such advertisements and promotions on, about, or in conjunction with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising and promotion are subject to change without specific notice to you.

8. Site Availability

The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

9. Privacy Policy

Countdown’s most current Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. If you use the Site outside of the United States, you consent to having your personal data transferred to and processed in the United States.

Additionally, by using the Site, you acknowledge that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others.

10. Restrictions

We are under no obligation to enforce the Terms of Service on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms of Service, we reserve the right to investigate and take appropriate action at our sole discretion.

You agree not to, and will not assist or enable others to use the Site in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party or any applicable laws. You further agree that Countdown is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using the Site.

You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Countdown’s technology infrastructure or otherwise make excessive traffic demands of the Site.

11. Suggestions And Improvements

By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sub-license the Feedback.

12. Linked Sites

The Site may include links to other websites or applications (each, a “Linked Site”). These Linked Sites are provided solely as a convenience to our visitors. We do not control, and we are not responsible for any Linked Site. Your use of a Linked Site is at your own risk.

13. Indemnification By You

You agree to indemnify and hold Countdown, its subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Service, (ii) your violation of the Terms of Service, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Countdown reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Countdown. Countdown will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14. Disclaimers And Limitations Of Liability

Each of the subsections below only applies up to the maximum extent permitted under applicable law. Nothing herein is intended to limit any rights you may have which may not be lawfully limited.

The Site is made available to you on an “AS IS” and “AS AVAILABLE” basis. Your use of the Site is at your own discretion and risk as to satisfactory quality, performance, accuracy and effort is with you.

Countdown expressly disclaim all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Countdown disclaims all liability for any indirect, special, incidental, punitive, exemplary, reliance, or consequential damages, loss of profits, business interruption, loss of or damage to reputation of Countdown or any third party, or loss of information or data.

Countdown make no claims or promises about the conduct of third parties. Accordingly, Countdown is not liable to you for any loss or damage that might arise from their actions, including, for example, if another user misuses Your Content or identity, or if you have a negative experience with one of the businesses listed on the Site.

Your sole and exclusive right and remedy in case of dissatisfaction with the Site or any other grievance shall be your termination and discontinuation of access to, or use of the service.

15. Choice Of Law, Jurisdiction And Venue.

You agree that all matters relating to your access to or use of the Site, including all claims, causes of action or disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in New York County, New York, and waive any objection to such jurisdiction or venue.

16. Termination

Countdown may terminate or suspend these Terms of Use at any time without notice to you. Without limiting the foregoing, Countdown shall have the right to immediately terminate your ability to use certain portions of the Site, or ban you altogether from use or access to the Site for any or no reason, and without notice or liability of any kind. Certain provisions of the Terms of Use shall survive termination of these Terms of Service.

You may terminate the Terms of Service at any time by discontinuing your use of the Site. Even if you discontinue your use of the Site, we may continue to display Your Content unless you contact us at remove@timessquareball.net and request removal. If possible, and where practicable, we will do our best to remove Your Content.

17. General Terms

The Terms of Use contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms of Use.

Any failure on Countdown’s part to exercise or enforce any right or provision of the Terms of Use does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

If any provision of the Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable.

The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

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