Welcome to UBATV.COM (the "Site"). Tabacco Media, Inc. its parent, subsidiary and affiliated companies ("TMI") maintain this Site. Please feel free to browse the Site at any time; however, by browsing this Site, you are subject to the terms and conditions ("Terms and Conditions") of this Site. By accessing this Site, you accept, without limitation or qualification, the following Terms and Conditions. If you do NOT accept the Terms and Conditions, then please discontinue your use of this Site.

Use of Site

TMI reserves the right, in its sole discretion, to amend the Terms and Conditions, and to modify, add or discontinue any aspect, content, or feature of the Site. Such amendments, modifications, additions, deletions shall become effective upon notice thereof, which may be provided to you by posting on the Site, via e-mail or any other means. Continued use of the Site by you shall constitute your binding acceptance of any such amendments, modifications, additions or deletions. The Site is owned and operated by TMI and its affiliated companies and contains material that is derived in whole or in part from material supplied and owned by TMI and other sources. Such material is protected by copyright, trademark, and other applicable laws. You may not modify, copy, reproduce, republish, upload, post, transmit, publicly display, prepare derivative works based on, or distribute in any way any material from the Site, including but not limited to text, audio, video, code and software.

Disclaimer of Warranties

While TMI uses reasonable efforts to include up to date information on the Site, TMI makes no warranties or representations as to its accuracy, timeliness, reliability, completeness or otherwise. TMI may provide links and pointers to Internet sites maintained by third parties ("Third Party Sites") and may from time to time provide third party materials on the Site. Neither TMI, its parent, subsidiary companies, affiliates, or suppliers operate or control in any respect the information, products or services on these Third Party Sites. The content, materials, and products or services available in or accessible through the Site are AS IS and, to the fullest extent permissible pursuant to applicable law, TMI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. TMI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SUCH MATERIALS AND PRODUCTS, OR IN THE SITE, WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, INCLUDING THE STORAGE SERVICES AND THEIR CONTENTS, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

YOUR USE OF, AND BROWSING IN, THE SITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKS TO SATISFY YOUR REQUIREMENTS FOR THE ACCURACY AND SUITABILITY OF THE SITE, INCLUDING THE INFORMATION, AND FOR MAINTAINING ANY MEANS THAT YOU MAY REQUIRE FOR THE RECONSTRUCTION OF LOST DATA OR SUBSEQUENT MANIPULATIONS OR ANALYSES OF THE INFORMATION PROVIDED HEREUNDER. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE AND ANY INFORMATION SENT OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY. IN NO EVENT SHALL TMI, ITS PARENT OR SUBSIDIARY COMPANIES OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE, TMI'S REMOVAL OR DELETION OF ANY MATERIALS OR RECORDS SUBMITTED OR POSTED ON ITS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF NBCU OR ANY OF ITS SUBSIDIARY COMPANIES, AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NBCU, ITS PARENT OR SUBSIDIARY COMPANIES, AFFILIATES OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE.

Unsolicited Submission Policy

While we are happy to hear from you, it is TMI’s policy not to accept or consider creative materials, ideas, or suggestions other than those we specifically request. This is to avoid any misunderstandings if your ideas are similar to those we have developed independently. Therefore, we must request that you DO NOT send to us any original creative materials such as screenplays, stories, original artwork, etc. Any communication or material you do transmit to the Site by electronic mail or otherwise will be treated as non-confidential and non-proprietary. Anything you transmit or post shall be deemed the property of and may be used by TMI, or its affiliates, for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting and you waive the right to receive any financial or other consideration in connection with the submission including but not limited to, credit. Furthermore, TMI is free to use and shall be deemed to own, any ideas, concepts, know-how, or techniques contained in any communication you send to the Site for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information. Disclosure, submission, or offer of any submissions to the Site shall constitute an assignment to TMI of all worldwide rights, titles, and interests in all copyrights and other intellectual property rights in such submission. TMI may edit, copy, publish, distribute, translate, and otherwise use in any medium any submission that you forward to TMI and will own exclusively all such rights, titles, and interest and shall not be limited in any way in its use, commercial or otherwise, of the submission. TMI is and shall be under no obligation to: (1) maintain any of your or any user's submissions in confidence; (2) to pay to you or any user any compensation for any submissions; or (3) to respond to any of your or any other user's submissions.

Solicited Submission Policy

Where we have specifically invited or requested submissions, TMI encourages members of the public to submit user published content or user content (e.g. including but not limited to postings to message boards, participation in chat rooms, videos, tips, original artwork, screenplays etc.) to TMI that users have created in connection with the Site and any related television programs and wireless and online broadcasts ("User Submissions"). User Submissions remain the intellectual property of the individual user. By posting User Submissions on our Site, you expressly grant TMI a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display such content and your name, voice, and/or likeness as contained in your User Submissions, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. You hereby release and hold harmless TMI from any claims relating to your right to privacy and/or publicity with respect to the use by TMI of any of your User Submissions. You agree that your User Submissions are considered non-confidential and TMI shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Submission.

Inappropriate Submissions

User Submissions do not reflect the views of TMI; and TMI does not have any obligation to monitor, edit, or review any User Submission on the Site. TMI assumes NO responsibility or liability arising from the content of any such User Submissions nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such User Submission on the Site. You are strictly prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. TMI will fully cooperate with any law enforcement authorities or court order requesting or directing TMI to disclose the identity of anyone posting any such information or materials. You agree that you have not and will not engage in any of the foregoing activities in connection with producing your User Submissions. Without limiting the foregoing, you agree that you will not inflict emotional distress on other people, will not humiliate other people (publicly or otherwise), will not assault or threaten other people, will not enter onto private property without permission, and will not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. TMI may reject or remove any User Submissions that TMI believes, in its sole discretion, do not meet the foregoing standards.

Trademarks

The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site are registered and unregistered Trademarks of TMI and others. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of TMI or such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in these Terms and Conditions, is strictly prohibited. You are also advised that TMI will aggressively enforce its intellectual property rights to the fullest extent of the law, including seeking of criminal prosecution.

Indemnification

You agree to indemnify, defend and hold TMI and its parent, affiliates, and their respective officers, directors, owners, employees, agents, information providers and licensors (collectively the "Indemnified Parties") harmless from and against any and all claims, liability, losses, actions, suits, costs and expenses (including attorneys' fees) arising out of or incurred by any breach by you of these Terms and Conditions. TMI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with TMI's defense of such claim.

Release

In the event that you have a dispute with one or more other users of the Site, you release TMI (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Registration

If you register to use Member-based Services, you will be required to provide certain personally identifiable information about yourself. You agree to provide true, accurate and complete information about yourself, and to update the information when it changes. If you provide any information that is untrue or inaccurate, not current, or incomplete, or if TMI suspects that your information is untrue, inaccurate, or incomplete, then TMI may, in its sole discretion, suspend, terminate, or refuse future access to your membership in these Services. Any personally identifiable information provided at points of registration on the Site will be subject to the TMI Privacy Policy

Termination

TMI may, in its sole discretion, terminate your password, account (or any part thereof) or your access to the Site, or remove and discard any Communication transmitted by you, or information stored, sent, or received via the Site without prior notice and for any reason, including, but not limited to: (i) concurrent access of the Site with identical user identification numbers, (ii) permitting another person or entity to use your user identification number to access the Site, (iii) any other access or use of the Site except as expressly provided in this Agreement, (iv) any violation of the terms and conditions of this Agreement or the rules and regulations relating to the use of, the software and/or data files contained in, or accessed through, the Site, (v) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Site, or (vi) failure to use the Site or portion thereof on a regular basis. You may terminate your membership hereunder upon thirty (30) days written notice by you to TMI of your intent to terminate this Agreement sent to the address set forth below. Termination, suspension, or cancellation of this Agreement or your access rights shall not affect any right or relief to which TMI may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will automatically terminate and immediately revert to TMI and its licensors.

Children Online Protection Act Notification

Pursuant to 47 U.S.C. Section 230 (d) as amended, TMI hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. To view information on our policy regarding the privacy of information from children under the age of 13, please see UBATV.com Privacy Policy

Export Control

The Site is controlled and Operated by TMI from its offices within the State of New York, United States of America. TMI makes no representation that the materials in the Site are appropriate or available for use in other locations and other countries. Those who choose to access the Site from other locations or other countries do so on their own initiative and are responsible for compliance with local laws in that territory, if and to the extent that local laws are applicable. Software available from the Site is further subject to United States export controls. No software from the Site may be downloaded or otherwise exported or re-exported: (A) into (or to a national resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods, or (B) to anyone on the U. S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Infringement Policy

TMI, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the "Act"), reserves the right, but not the obligation, to terminate your license to use the Site if it determines in its sole and absolute discretion that you are involved in infringing activity, including allege acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. TMI accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512 (c), TMI has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. All claims of infringement must be submitted to TMI in a written complaint that complies with the requirements below and delivered to our designated agent to receive notification of claimed infringement by mail:
Tobacco Media, Inc.
Law Department
50 Broad Street
New York, NY 10004

Each notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right must include the following information:

• A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed.
• Identification of the copyrighted 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. Similarly, for materials that are defamatory or infringe patent, trademark, or other proprietary rights of a third party, please submit a list of such materials.
• Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
• Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and/ or e-mail address.
• A statement that you have a good faith belief that use of the material, in the manner complained, of is not authorized by the copyright or other proprietary right owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed.

Governance

This agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, as it is applied to agreements entered into and to be performed entirely with such state. Any action you, any third party or TMI bring to enforce this agreement or, in connection with, any matters related to this Site shall be brought only in either the state or Federal Courts located in New York County, New York and you expressly consent to the jurisdiction of said courts. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. This agreement and any posted operating rules constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter