This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the SportZu.tv Website ("Website") and SportZu.tv's products and services (collectively, "SportZu.tv" Services's). This is a legally binding agreement between you and Youth Sports TV LLC, a Colorado limited liability company d/b/a SportZu.tv ("SportZu.tv"). By using SportZu.tv, you agree to be bound by this Agreement. You will be referred to herein as a Member. Please read this Agreement carefully and save it. If you do not agree to the terms and conditions of this Agreement, you should leave the Website and discontinue use immediately. Certain parts of SportZu and the Website require that you register as a Member of the Website, in which case by selecting Agreement you affirm you agreement to be bound by the terms and conditions of this Agreement. 1. Other Documents. This Agreement includes our acceptable use policy ("AUP"), if any, and our privacy policy ("Privacy Policy"). In addition, your participation in the SportZu.tv Services may require you to download software and/or agree to additional terms and conditions. Unless otherwise specified, these additional terms and conditions are hereby incorporated into this Agreement. You may receive a copy of this Agreement, the AUP or Privacy Policy by e-mailing us a Subject: Terms of Use Agreement. 2. Modifications. SportZu.tv may modify this Agreement from time to time and such modifications shall be effective 10 days after our posting of such amendments on the Website. You agree to be bound to any changes to this Agreement when you use the SportZu.tv Services after such modifications take effect. It is therefore important that you review this Website regularly to determine if any changes have been made to this Agreement. 3. Content Posted. (a) Members will have the right to post Content (as defined below) on the Website and as part of the SportZu.tv Services. This Content shall be available for viewing by other Members and third parties. Please choose carefully the information you post on Website and that you provide to other Members and third parties. Your publicly-available profile may not include the following items: telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter (collectively, "Inappropriate Content"). (b) Despite this prohibition, information provided by other Members (for instance, in their membership profiles) may contain Inappropriate Content, and SportZu.tv assumes no responsibility or liability for this material. SportZu.tv assumes no responsibility for monitoring the Website for Inappropriate Content or conduct. If at any time SportZu.tv chooses, in its sole and absolute discretion, to monitor the Website or the SportZu.tv Services, SportZu.tv nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the Member submitting any such Content. If you become aware of misuse of the SportZu.tv Services by any person, please contact us or click on the "Report Inappropriate Content" link at the bottom of any web page. (c) SportZu.tv reserves the right, in its sole and absolute discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Website or the SportZu.tv Services at any time, for any or no reason, with or without prior notice, and without liability. SportZu.tv expressly reserves the right to remove your profile and/or restrict, suspend, or terminate your access to any part of the Website or the SportZu.tv Services if we determine, in our sole and absolute discretion, that you pose a threat to, or are violating the rights of, SportZu.tv, its Members or any other third party. (d) You are solely responsible for the Content that you post on the Website or as part of the SportZu.tv Services and any material or information that you transmit to other Members and for your interactions with other Members. SportZu.tv does not endorse and has no control over the Content. Content is not necessarily reviewed by us prior to posting and does not necessarily reflect the opinions or policies of SportZu.tv. We make no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members. 4. Eligibility. Use of and membership in the SportZu.tv Services is void where prohibited. By using the SportZu.tv Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the SportZu.tv Services does not violate any applicable law or regulation. If we discover that you are under the age of 14 or that you are in breach of this Agreement, we reserve the right to terminate this Agreement and delete or suspend your profile, without notice or liability. 5. Term. This Agreement shall remain in full force and effect while you use the SportZu.tv Services or remain a Member. You may terminate your membership at any time, for any reason, by following the instructions on the Member's account settings web page. SportZu.tv may terminate your Membership at any time, with or without warning. Even after membership is terminated, the terms and provisions of this Agreement will remain in effect. 6. Fees. You acknowledge that SportZu.tv reserves the right to charge for the SportZu.tv Services, or any part thereof, and to change its fees from time to time in its discretion. If SportZu.tv terminates your membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees. 7. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify SportZu.tv immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. 8. Non-commercial Use by Members. The SportZu.tv Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us in writing. Illegal and/or unauthorized use of the Website or the SportZu.tv Services, including, without limitation, collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of your membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Website or the SportZu.tv Services. 9. Proprietary Rights in Content on the Website. (a) SportZu.tv does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post. After posting your Content on the Website or as part of the SportZu.tv Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. (b) By displaying or publishing ("posting") your Content on or through the Website or as part of your use of the SportZu.tv Services, you hereby grant SportZu.tv a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the Content in connection with the Website, SportZu.tv and our business, including, without limitation, promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channel. Without this license, we would be unable to provide the SportZu.tv Services. For example purposes only, without the right to modify Member Content, SportZu.tv would not be able to digitally compress music files that Members submit or otherwise format Content to satisfy technical requirements, and without the right to publicly perform Member Content, SportZu.tv could not allow Members to listen to music posted by Members. The license you grant to SportZu.tv is non-exclusive (meaning you are free to license your Content to anyone else in addition to SportZu.tv), royalty-free (meaning that SportZu.tv is not required to pay you for the use on the Website of the Content that you post), sublicensable (so that SportZu.tv is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the SportZu.tv Services), and worldwide (because the Internet, the Website and the SportZu.tv Services are global in reach). This license will terminate at the time you remove your Content from the SportZu.tv Services. The license does not grant SportZu.tv the right to sell your Content. (c) You represent and warrant that: (i) you own the Content posted by you on or through the Website or as a result of your use of the SportZu.tv Services or otherwise have the right to grant the license set forth in this Section, (ii) the posting of your Content on or through the Website or as a result of your use of the SportZu.tv Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person, and (iii) you have obtained all necessary third party consents or authorizations necessary to post the Content. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Website or as a result of your use of the SportZu.tv Services. (d) You acknowledge and agree that the Website and the SportZu.tv Services and any necessary software used in connection with the Website and the SportZu.tv Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorized by SportZu.tv, its advertisers or licensors, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Website, the SportZu.tv Services or the Software, in whole or in part. SportZu.tv grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Website and the SportZu.tv Services. You agree not to access the Website and the SportZu.tv Services by any means other than through the interface that is provided by SportZu.tv for use in accessing the Website and the SportZu.tv Services. 10. Copyright Infringement. (a) You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. In accordance with the Digital Millennium Copyright Act (and other applicable law, SportZu.tv has adopted a policy of terminating, in appropriate circumstances and at our sole and absolute discretion, Members who are deemed to be repeat infringers upon receipt of proper notification to SportZu.tv by the copyright owner or the copyright owner's legal agent. SportZu.tv may also at its sole and absolute discretion limit access to the Website and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. (b) Notice. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website or the SportZu.tv Services in a way that constitutes copyright infringement, please provide our Copyright Agent (identified below) with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website or the SportZu.tv Services; (iv) your address, telephone number, and email address; (v) a written 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 (vi) 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. You may send your copyright infringement notification to our Copyright Agent by fax, mail or E-mail, as set forth below: NAME ADDRESS CITY, STATE ZIP EMAIL FAX. (c) Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to applicable law, to post and use the Content, you may send a counter-notice containing the following information to the Copyright Agent: (i) your physical or electronic signature; (ii) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (iii) a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (iv) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Denver, Colorado, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, SportZu.tv may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at SportZu’s sole and absolute discretion. 11. Third Party Websites and Content. The Website and the SportZu.tv Services may contain links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the Third Party Applications, Software or Content). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the SportZu.tv Services, including, without limitation, the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website or relating to any applications you use or install from the site. 12. Content/Activity Prohibited. (a) Content - The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Website or the SportZu.tv Services. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole and absolute discretion, violates this provision, including, without limitation, removing the offending communication from the Website and the SportZu.tv Services and terminating the membership of such violators. Prohibited Content includes, but is not limited to Content that, in our sole and absolute discretion: (i) Is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) Harasses or advocates harassment of another person; (iii) Exploits people in a sexual or violent manner; (iv) Contains nudity, violence, or offensive subject matter or contains a link to an adult website; (v) Solicits personal information from anyone under 18; (vi) Provides any telephone numbers, street addresses, last names, URLs or email addresses; (vii) Promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (viii) Promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (ix) Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; (x) Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); (xi) Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (xii) Solicits passwords or personal identifying information for commercial or unlawful purposes from other Members; (xiii) Involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; and (xiv) Includes a photograph of another person that you have posted without that person's consent. (b) Activity - The following is a partial list of the kind of activity that is illegal or prohibited on the Website or the SportZu.tv Services and through your use of any of our services. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole and absolute discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activities include, but are not limited to: (i) Criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; (ii) Advertising to, or solicitation of, any Member to buy or sell any products or services through the SportZu.tv Services or the Website. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the SportZu.tv Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, SportZu.tv reserves the right to restrict the number of emails that a Member may send to other Members in any 24-hour period to a number that we deem appropriate in our sole and absolute discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the SportZu.tv Services or the Website, you acknowledge that you will have caused substantial harm to us, but that the amount of such harm would be extremely difficult to ascertain. (iii) Covering or obscuring the banner advertisements on your personal profile page, or any SportZu.tv Services or Website page via HTML/CSS or any other means; (iv) Any automated use of the system, such as using scripts to add friends or send comments or messages; (v) Interfering with, disrupting, or creating an undue burden on the SportZu.tv Services or the Website or the networks or services connected to the SportZu.tv Services or the Website; (vi) Attempting to impersonate another Member or person; (vii) Using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account; (viii) Selling or otherwise transferring your profile; (ix) Using any information obtained from the SportZu.tv Services or the Website in order to harass, abuse, or harm another person; (x) Displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the SportZu.tv Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your “Top 8” friends, or sending private messages with a commercial purpose; or (xi) Using the SportZu.tv Services or the Website in a manner inconsistent with any and all applicable laws and regulations. 13. Registration Data; Account Security. In consideration of your use of the SportZu.tv Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to SportZu.tv, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. 14. Member Disputes. You are solely responsible for your interactions with other Members. We reserve the right, but have no obligation, to monitor disputes between you and other Members. 15. Disclaimers. WE ARE NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE WEBSITE OR IN CONNECTION WITH SPORTZU.COM, WHETHER CAUSED BY MEMBERS OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN SPORTZU.COM, PROFILES CREATED AND POSTED BY MEMBERS, OR IN LINKS TO THIRD PARTY SITES. WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBER. WE ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY MEMBER OR MEMBER COMMUNICATION. WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON SPORTZU.COM OR COMBINATION THEREOF, INCLUDING, WITHOUT LIMITATION, ANY INJURY OR DAMAGE TO MEMBERS OR TO ANY PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH SPORTZU.COM. UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF SPORTZU.COM OR THE WEBSITE, ATTENDANCE AT A SPORTZU.COM EVENT, FROM ANY CONTENT POSTED ON OR THROUGH SPORTZU.COM, OR FROM THE CONDUCT OF ANY MEMBERS, WHETHER ONLINE OR OFFLINE. SPORTZU.COM AND THE WEBSITE ARE PROVIDED "AS-IS" AND AS AVAILABLE AND WE EXPRESSLY DISCLAIM ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF SPORTZU.COM SERVICES. 16. Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the SportZu.tv Services or the Website ("Submissions"), provided by you to SportZu.tv are non-confidential and shall become the sole property of SportZu.tv. SportZu.tv shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. 17. Limitation on Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE WEBSITE OR SPORTZU.COM DURING THE TERM OF MEMBERSHIP. 18. Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS ENTITLED WARRANTIES AND personal jurisdiction and venue in the state and federal courts of the United States located in the City and County of Denver, Colorado. Either party may demand that any dispute between the parties about, involving or relating to the SportZu.tv Services or the Website must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Denver, Colorado, USA, provided that the foregoing shall not prevent SportZu.tv from seeking injunctive relief in a court of competent jurisdiction. 20. Indemnity. You agree to indemnify and hold SportZu.tv, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, without limitation, reasonable attorney's fees and court costs, made by any third party due to or arising out (a) of your use of the SportZu.tv Services or the Website in violation of this Agreement, (b) a breach of this Agreement, (b) any breach of your representations and warranties set forth in this Agreement, (c) your Content, or (d) your breach or alleged breach of any applicable law, rule or regulation or any third party right. 21. Trademarks. SportZu.tv, The SportZu.tv, SportZu.tv, all other references to SportZu.tv and other SportZu.tv graphics, logos, designs, page headers, button icons, scripts and service names constitute our copyrights, registered trademarks, trademarks or trade dress. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of SportZu.tv. 22. Other. This Agreement is accepted upon your use of the Website, the SportZu.tv Services or any of our product offerings and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and SportsZu.tv regarding the use of the SportZu.tv Services. The failure of SportsZu.tv to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. 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 this Agreement, the Website or the SportZu.tv Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. Please contact us at with any questions regarding this Agreement. I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.