Acceptance of the Terms and Conditions

Welcome to the web site ("the Site") run and operated by Throwpile.com ("Throwpile"). Please read these terms of service ("Agreement") carefully before using the Site or any services provided on the Site (collectively, "Services"). By using or accessing the Services, you agree to and are bound by all the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, do not use the Services. The Services are accessed by You ("User" or "You") under the following terms and conditions:

Access to the Services

Subject to the terms and conditions of this Agreement, Throwpile may offer to provide the Services, as described more fully on the Site, and which are selected by a User, solely for a User's own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Throwpile performs for User, as well as the offering of any Content (as defined below) on the Site. Throwpile may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. Throwpile may also impose limits on certain features and services or restrict User's access to parts or all of the Services without notice or liability. Throwpile reserves the right, at its discretion, to modify these Terms of Service at any time by posting revised Terms of Service on the Site and by providing notice via e-mail, where possible, or on the Site. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by User following such modification constitutes User's acceptance of the terms and conditions of this Agreement as modified.

User certifies to Throwpile that if User is an individual (i.e., not a corporate entity), User is at least 13 years of age. No one under the age of 13 may provide any personal information to or on Throwpile (including, for example, a name, address, telephone number or email address). User also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services and access of the Site. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions. Throwpile makes no claim that the Site may be lawfully viewed or that Content may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If You access the Site from outside the United States, You do so at Your own risk and You are responsible for compliance with the laws of Your jurisdiction.

Throwpile will use reasonable efforts to ensure that the Site and Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Throwpile to minimize such disruption where it is within Throwpile's reasonable control.

You agree that neither Throwpile nor the Site will be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Site, the service, your User Content or other Content.

Throwpile retains the right to create limits on use and storage in its sole discretion at any time with or without notice.

User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

Content Policy

The Site and its contents are intended solely for the use of Throwpile Users and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Site, including, but not limited to text, graphics, logos, tools, photographs, images, illustrations, and software(collectively, "Content") (other than Content posted by User ("User Content")) are the property of Throwpile and/or third parties and are protected by United States and international copyright laws.

User may download or copy the Content, and other items displayed on the Site for download, for personal use only, provided that User maintains all copyright and other notices contained in such Content. Downloading, copying, or storing any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from Throwpile, or from the copyright holder identified in such Content's copyright notice. In the event You download software from the Site, the software, including any files, images incorporated in or generated by the software, and the data accompanying the software (collectively, the "Software") is licensed to You by Throwpile or third party licensors for Your personal, noncommercial use, and no title to the Software shall be transferred to You. You may own the User Content on which the Software is recorded, but Throwpile or third party licensors retain full and complete title to the Software and all intellectual property rights therein.

User Content

User shall own all User Content that User contributes to the Site, but hereby grants and agrees to grant Throwpile a non-exclusive, worldwide, royalty-free, transferable right and license (with the right to sublicense), to use, copy, cache, publish, display, distribute, modify, create derivative works and store such User Content and to allow others to do so ("Content License") in order to provide the Services. On termination of User's membership to the Site and use of the Services, Throwpile shall make all reasonable efforts to promptly remove from the Site and cease use of the User Content; however, User recognizes and agrees that caching of or references to the User Content may not be immediately removed. User warrants, represents and agrees User has the right to grant Throwpile and the Site the rights set forth above. User represents, warrants and agrees that it will not contribute any User Content that (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless User owns the trade secret or has the owner's permission to post it, (c) infringes any intellectual property right of another or the privacy or publicity rights of another, (d) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, (e) contains a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or (f) remains posted after User has been notified that such User Content violates any of sections (a) to (e) of this sentence. Throwpile reserves the right to remove any User Content from the Site, suspend or terminate User's right to use the Services at any time, or pursue any other remedy or relief available to Throwpile and/or the Site under equity or law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if Throwpile is concerned that User may have breached the immediately preceding sentence), or for no reason at all.

Restrictions

User is responsible for all of its activity in connection with the Services and accessing the Site. Any fraudulent, abusive, or otherwise illegal activity or any use of the Services or Content in violation of this Agreement may be grounds for termination of User's right to Services or to access the Site. User may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Throwpile user.

Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Under no circumstances will User use the Site or the Service to (a) send unsolicited e-mails, bulk mail, spam or other materials to users of the Site or any other individual, (b) harass, threaten, stalk or abuse any person or party, including other users of the Site, (c) create a false identity or to impersonate another person, or (d) post any false, inaccurate or incomplete material or delete or revise any material that was not posted by You.

Warranty disclaimer

Throwpile has no special relationship with or fiduciary duty to User. User acknowledges that Throwpile has no control over, and no duty to take any action regarding: which users gains access to the Site; which Content User accesses via the Site; what effects the Content may have on User; how User may interpret or use the Content; or what actions User may take as a result of having been exposed to the Content. Much of the Content of the Site is provided by and is the responsibility of the user or User who posted the Content. Throwpile does not monitor the Content of the Site and takes no responsibility for such Content. User releases Throwpile from all liability for User having acquired or not acquired Content through the Site. The Site may contain, or direct User to sites containing, information that some people may find offensive or inappropriate. Throwpile makes no representations concerning any content contained in or accessed through the Site, and Throwpile will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site.

Although Throwpile and the Site will make reasonable efforts to store and preserve the material residing on the Site, neither Throwpile nor the Site is responsible or liable in any way for the failure to store, preserve or access User Content or other materials you transmit or archive on the Site. You are strongly urged to take measures to preserve copies of any data, material, content or information you post or upload on the Site. You are solely responsible for creating back-ups of your User Content.

The Services, Content, Site and any Software are provided on an "as is" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Throwpile makes no representations or warranties of any kind with respect to the Site, the Services, including any representation or warranty that the use of the Site or Services will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, (d) be free of viruses or other harmful components.

To the fullest extent allowed by law, Throwpile disclaims any liability or responsibility for the accuracy, reliability, availability, completeness, legality or operability of the material or services provided on this Site. By using this Site, you acknowledge that Throwpile is not responsible or liable for any harm resulting from (1) use of the Site; (2) downloading information contained on the Site including but not limited to downloads of content posted by Users; (3) unauthorized disclosure of images, information or data that results from the upload, download or storage of content posted by Users; (4) the temporary or permanent inability to access or retrieve any User Content from the Site, including, without limitation, harm caused by viruses, worms, trojan horses, or any similar contamination or destructive program.

Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to User.

Third party websites

Users of the Site may gain access from the Site to third party sites on the Internet through hypertext or other computer links on the Site. Third party sites are not within the supervision or control of Throwpile or the Site. Unless explicitly otherwise provided, neither Throwpile nor the Site make any representation or warranty whatsoever about any third party site that is linked to the Site, or endorse the products or services offered on such site. Throwpile and the Site disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) You might be requested to give any third party, and You hereby irrevocably waive any claim against the Site or Throwpile with respect to such sites and third party content.

Registration and security

As a condition to using Services, User will be required to register with Throwpile and select a password and Throwpile URL. User shall provide Throwpile with accurate, complete, and updated registration information, including User's e-mail address. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User's account. User may not (a) select or use as a Throwpile URL a name of another person with the intent to impersonate that person; or (b) use as a Throwpile URL a name subject to any rights of a person other than User without appropriate authorization. Throwpile reserves the right to refuse registration of, or cancel a Throwpile URL in its discretion. User shall be responsible for maintaining the confidentiality of User's Throwpile password. User is solely responsible for any use of or action taken under User's password and accepts full responsibility for all activity conducted through User's account and agrees to and hereby releases the Site and Throwpile from any and all liability concerning such activity. User agrees to notify Throwpile immediately of any actual or suspected loss, theft, or unauthorized use of User's account or password. The Site will take reasonably security precautions when using the internet, telephone or other means to transport date or other communications, but expressly disclaims any and all liability for the accessing of any such data communications by unauthorized persons or entities.

Indemnity

User will indemnify and hold Throwpile, its directors, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of User's access to the Site, use of the Services, the violation of this Agreement by User, or the infringement by User, or any third party using the User's account, of any intellectual property or other right of any person or entity.

Limitation of Liability

In no event shall Throwpile, its directors, officers, shareholders, employees or members be liable with respect to the Site or the Services for (a) any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (b) damages for loss of use, profits, data, images, User Content or other intangibles; (c) damages for unauthorized use, non-performance of the Site, errors or omissions; or (d) damages related to downloading or posting Content. Throwpile's and the Site's collective liability under this agreement shall be limited to three hundred United States Dollars. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to User.

Termination

Either party may terminate the Services at any time by notifying the other party by any means. Throwpile may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if User breaches any of the terms or conditions of this Agreement. Upon termination of User's account, User's right to use the Services, access the Site, and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of Your access to and use of the Site and the Services shall not relieve User of any obligations arising or accruing prior to such termination or limit any liability which User otherwise may have to Throwpile or the Site, including without limitation any indemnification obligations contained herein.

Privacy

Please review our Privacy Policy, which governs the use of personal information on the Site and to which User agrees to be bound as a user of the Site.

Miscellaneous

This Agreement (including the Privacy Policy), as modified from time to time, constitutes the entire agreement between You, the Site and Throwpile with respect to the subject matter hereof. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof. 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. Throwpile shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Throwpile's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Throwpile's prior written consent. Throwpile may assign this Agreement in whole or in part at any time without User's consent. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to the conflict of laws provisions thereof. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Throwpile in any respect whatsoever. Any notice to the Site that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to support@throwpile.com or when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to Throwpile, Inc., 419 Park Avenue South, Suite 807, New York, NY 10016, Attn: Legal Dept.

Copyright Policy

Throwpile has adopted the following policy toward copyright infringement with respect to the Site in accordance with the Digital Millennium Copyright Act, a copy of which is located at http://www.loc.gov/copyright/legislation/dmca.pdf.

Reporting Copyright Infringements

If You believe that content residing or accessible on the Site infringes a copyright, please send a notice of copyright infringement containing the following information to support@throwpile.com:

Identification of the work or material being infringed.
Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Throwpile is capable of finding and verifying its existence.
Contact information about the notifying party (the Notifying Party), including name, address, telephone number and e-mail address.
A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
The Notifying Party's physical or electronic signature.

After the Designated Agent receives notification of an alleged infringement that meets all of the requirements above, Throwpile shall:

Disable access to or remove material that it has a reasonable, good faith belief is copyrighted material that has been illegally copied and distributed by any User to the Site.
Throwpile will then immediately notify the User responsible for the allegedly infringing material (the Offending User) that it has removed or disabled access to the material.
Throwpile reserves the right, at its discretion, to immediately terminate the account of any User who is the subject of repeated takedown notices.

Filing Copyright Counterclaims

A User who believes they are the wrongful subject of a copyright takedown notice, may file a counter notification with Throwpile, by providing the following items in writing to support@throwpile.com:

The specific URLs of material that Throwpile has removed or to which Throwpile has disabled access.
User's name, address, telephone number, and email address.
A statement that User consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or New York County, New York if your address is outside of the United States), and that User will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
User's signature.

Upon receipt of a counterclaim, Throwpile will forward it to the party who submitted the original copyright infringement claim. The original complainant will then have 10 days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Throwpile does not receive any such notification within 10 days, we may restore the material to the Site.