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Terms of Use

OWNERSHIP
Welcome! to the Project Breakout (the "Service") web site at www.projectbreakout.com ("Site"). The Site is owned and operated by Panorama Solutions Inc. (Federal ID number 20-0258338) whose registered office is at c/o United Corporate Services, Inc., 15 East North Street, City of Dover, County of Kent, State of Delaware, United States of America 19901 (the "Company'), and the materials on the Site are owned by the Company. The Site may also include materials owned by third parties and posted on the Site by virtue of a license, grant or some other form of agreement between the third party and the Company.

PLEASE READ THESE TERMS OF USE CAREFULLY. Access to, and use of, this Site are subject to the terms and conditions of this Terms of Use Agreement and Copyright Notice and all applicable laws and regulations, including laws and regulations governing copyright and trademark.


The Company has created this Site for your personal enjoyment, entertainment and education. These Terms of Use constitute a legal agreement ("Agreement") between you and the Company regarding the use of the Site, and the provision of materials to the Company and Project Breakout both online and offline. Use of the Site and the provision of materials to the Company are also governed by the Site's Privacy Policy and the Service's Official Competition Rules, which are incorporated into this Agreement by this reference. By using the Site and/or providing materials to the Company, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Site) or you are a "Participant" (which means that you have registered with the Site and uploaded a video to the Service along with certain personal information ("Submission")). The term "User" refers to a Visitor or a Participant. IF YOU ARE USING THE SITE WITHIN A COMPANY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY AND YOU ACKNOWLEDGE THAT THE RIGHTS TO USE THE SITE WHICH ARE GRANTED TO YOU AND THE COMPANY UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL OF THE COMPANY. You are only authorized to access this Site or to use the materials and services contained in the Site (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave this Site immediately.


The Company reserves the right to modify or amend this Agreement without notice at any time, and such modification will be effective upon posting by the Company on the Site. You should check this Site from time to time to review the current legal notice.  You agree to be bound by any changes to this Agreement when you use the Site after any such modification is posted. It is therefore important that you read this page regularly to ensure you are updated as to any changes.


ACCESS AND USE
This Site is offered and made available only to Users (as defined below) 13 years of age or older in the United States of America, Canada and the United Kingdom. By using or attempting to use the Site, you certify that you are (i) at least 13 years of age in the U.S., Canada or the UK (ii) meet any other eligibility and residency requirements as may be dictated by your local laws; (iii) and you agree to abide by all of the terms and conditions set out herein.


All materials contained in this Site are protected by international trademark and copyright laws and must only be used for personal, non-commercial purposes.  The Company owns and reserves all rights to the materials contained in this Site.  This means that you may only view or download material from this Site for your own use and you must keep all copyright and other proprietary notices attached to the downloaded material.


All product and company names and logos mentioned on this Site are the trade marks, service marks or trading names of their respective owners, including the Company.


The reproduction, duplication, distribution (including by way of email, facsimile or other electronic means), publication, modification, copying or transmission of material from this Site is STRICTLY PROHIBITED unless you have obtained the prior written consent of the Company or unless it is expressly permitted by this Site. The material covered by this prohibition includes, without limitation, any text, graphics, logos, photographs, audio or video material or stills from audiovisual material available on this Site. The use of materials from this Site on any other web site or networked computer environment is similarly prohibited. Requests for permission to reproduce or distribute materials found on this Site can be made by contacting the Company in writing at 401 E. Las Olas Boulevard, Suite 130-145, Fort Lauderdale, FL 33301 or email at inquiries@projectbreakout.com.


You are also strictly prohibited from creating works or materials that derive from or are based on the materials contained in this Site including, without limitation, fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards and greeting cards and unlicensed merchandise. This prohibition applies regardless of whether the derivative materials are sold, bartered or given away.


CONTENT POSTED ON THE SITE
You are welcome to post, transmit or submit messages and other materials (which include uploading files, inputting data or any other materials, commenting, "blogging," or engaging in any form of communication in connection with this Site) (collectively "Content") to bulletin boards, chat rooms or other public areas within, or in connection with, this Site (collectively "Forums"). You are solely responsible for such Content. The Company does not accept any responsibility whatsoever in connection with or arising from such Content.
Furthermore, you are welcome to upload a Submission to the Company's Service. If you make a Submission to the Service, that Submission may not be publicly available immediately on the Site or elsewhere until the Company determines in its sole discretion to post such Submission.


The Company does not endorse and does not have control over the Content submitted by others to Forums. Content submitted to Forums is not reviewed by the Company in the usual course of business prior to posting and does not reflect the opinions or policies of the Company. The Company makes no warranties, express or implied, as to such Content and/or Forums or their accuracy and reliability. Nonetheless, the Company reserves the right to prevent you from submitting Content to Forums and to edit, restrict or remove such Content for any reason at any time.


The Company assumes no responsibility for actively monitoring Forums for inappropriate Content. If, at any time the Company chooses, in its sole discretion, to monitor the Content and/or Forums, the Company nonetheless assumes no responsibility for the Content and/or Forums, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any Content to Forums. In submitting Content to Forums, you agree to strictly limit yourself to discussions about the subject matter for which the Content and/or Forums are intended. You agree that the Company accepts no liability whatsoever if it prevents your Content from being submitted or if it edits, restricts or removes your Content. You also agree to permit any other User of this Site to access, view, store or reproduce the material for that other User's personal use and not to restrict or inhibit the use of the Site by any other person.


You agree to release the Company, its respective Users, parents, affiliates and subsidiaries, together with their respective employees, agents, officers, directors and shareholders, from any and all liability and obligations whatsoever in connection with or arising from your use of Forums. If at any time you are not happy with the Forums or object to any material within Forums, your sole remedy is to cease using them.


PROPRIETARY RIGHTS IN CONTENT POSTED ON THE SITE
General. You agree that for any Content whatsoever posted by you to the public areas of the Site (excluding blogs) you hereby grant to the Company the non-exclusive, fully paid and royalty-free, perpetual, irrevocable universal license to use, copy, sublicense, adapt, transmit, translate, distribute, publicly perform, publicly display, modify, and translate such Content as the Company sees fit. You represent and warrant that: (i) you own the Content posted by you on the Site, (ii) your Content does not violate the privacy rights, publicity rights, copyright rights, intellectual property rights, or any other rights of any person or entity and is not defamatory, obscene or constitute contempt of court or a misuse of confidential information, and (iii) the posting of your Content on the Site does not result in a breach of any contract between you and a third party. You agree to pay for all royalties, fees and any other monies owing any person or entity by reason of any Content you post on the Site.


Blogs. By posting any Content to the blog areas of the Site, you hereby grant to the Company the non-exclusive, fully paid and royalty-free, perpetual, irrevocable worldwide license to use, copy, sublicense, adapt, transmit, translate, distribute, publicly perform, publicly display, modify, and translate such Content. This license will terminate at the time you remove such Content from the Site. Notwithstanding the foregoing, a back-up or residual copy of the Content posted by you to the blog areas of the Site may remain on the Company servers after you have removed such Content from the Site. You represent and warrant that: (i) you own the Content posted by you to the blog areas of the Site or otherwise have the right to grant the license set forth in this section, (ii) your Content does not violate the privacy rights, publicity rights, copyright rights, intellectual property rights, or any other rights of any person or entity and is not defamatory, obscene or constitute contempt of court or a misuse of confidential information, and (iii) the posting of your Content to the blog areas of the Site does not result in a breach of any contract between you and a third party. You agree to pay for all royalties, fees and any other monies owing any person or entity by reason of any Content you post to the blog areas of the Site.


PROHIBITED CONTENT AND/OR ACTIVITY
You must use the Site in a manner consistent with any and all applicable laws and regulations. The following is a partial list of the kind of Content that is illegal or prohibited on the Site. The Company reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending Content from the Site and terminating the participation of such violators. Prohibited Content includes Content that:

  1. 1. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  2. 2. harasses or advocates harassment of another person;
  3. 3. contains nudity or excessive violence;
  4. 4. involves the transmission of "junk mail" or "chain letters" or unsolicited mass mailing;
  5. 5. promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  6. 6. exploits people in a sexual or violent manner;
  7. 7. solicits personal information from anyone under 18;
  8. 8. provides any telephone numbers or street addresses, including in your Participant profile;
  9. 9. violates the copyright, trademark or other intellectual property rights of any other person;
  10. 10. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses, Trojans, worms, logic bombs or other material which is malicious or technically harmful;
  11. 11. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; or
  12. 12. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, solicitation of donations, barter, advertising, or pyramid schemes.


The following is a partial list of the kind of activity that is illegal or prohibited on the Site. The Company reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

  1. 1. advertising to, or solicitation of, any Participant to buy or sell any products or services through the Site. You may not transmit any chain letters or junk email to other Participants. Although the Company cannot monitor the conduct of its Participants off the Site, it is also a violation of these rules to use any information obtained from the Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Participant without their prior explicit consent. In order to protect our Participants from such advertising or solicitation, the Company reserves the right to restrict the number of emails which a Participant may send to other Participants in any 24-hour period to a number which the Site deems appropriate in its sole discretion;
  2. 2. any automated use of the system;
  3. 3. attempting to impersonate another User or person;
  4. 4. using the account, username, or password of another Participant at any time or disclosing your password to any third party or permitting any third party to access your account;
  5. 5. selling or otherwise transferring your profile;
  6. 6. covering or obscuring any advertisements on Forums, or any Service page via HTML/CSS or any other means;
  7. 7. or interfering with, disrupting, or creating an undue burden on the site or the networks or services connected to the Site.


You must not access without authority, interfere with, damage or disrupt the Site or any part of it; any equipment or network on which the Site is stored; any software used in connection with the provision of the Site; or any equipment, software or website owned or used by a third party.  You must not attack the Site via a denial-of-service attack.

The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or on any website linked to it.

Without prejudice to its other rights or remedies the Company reserves the right to take legal proceedings against you for reimbursement of all costs or losses (on an indemnity basis) resulting from your breach of this clause, and to disclose such information to law enforcement agencies as the Company reasonably believes is necessary.

UNSOLICITED SUBMISSIONS
The Company does not knowingly accept unsolicited submissions (submissions that do not conform with the Official Contest Rules including, without limitation, submissions of scripts, articles, fan fiction, characters, drawings, information, suggestions, ideas or concepts). The Company's policy is to simply delete any such submission without reading it or forwarding it to other Company staff. Therefore, any similarity between an unsolicited submission and any elements in any other Company creative work including, without limitation, a film, series, sketch, story, title or concept would be purely coincidental.


Notwithstanding the foregoing, the Company reserves the right to change the foregoing submission policy at any time and you agree to be bound by such changes in policy through your continued use of this Site as set out herein.


LINKED SITES AND ADVERTISING
If you are interested in creating hypertext links to this Site, you must notify Panorama Solutions Inc. by email at inquiries@projectbreakout.com before doing so. In establishing hypertext links, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of this Site or the Company, including their respective employees, agents, directors, officers and shareholders.
If the Company has provided links or pointers to other web sites, no inference or assumption should be made and no representation should be implied that the Company is connected with, operates or controls these Web sites.


The Company is not responsible for the content or practices of third party web sites that may be linked to this Site and makes no representation or warranty regarding such web sites or their content. This Site may also be linked to other web sites operated by companies affiliated or connected with the Company. When visiting other web sites, however, you should refer to each such web site's individual "Terms of Use" and not rely on this Agreement.


The Company takes no responsibility for third party advertisements which are posted on this Site, nor does it take any responsibility for the goods or services provided by its advertisers.


DISCLAIMER OF LIABILITY AND WARRANTIES
While the Company does its best to ensure the optimal performance of the Site, you agree that you use this Site and rely on material contained in this Site at your own risk.


The Site, and all materials in this Site, are provided "as is" and, to the fullest extent permitted by law, are provided without warranties of any kind either express or implied. This means, without limitation, that the Company DOES NOT WARRANT that the Site is fit for any particular purpose; that the functions contained in the materials in the Site will be uninterrupted; that defects will be corrected; that the Site is free of viruses and other harmful components or that the Site is accurate, error free or reliable.


You acknowledge that the Company accepts no responsibility for any failure to fulfil its obligations arising out of circumstances outside its control.  Such circumstances shall include, but not restricted to terrorist attack or incident, government regulation, regulatory action, accident, war, riot, natural disaster, explosion, fire, weather or strike, events affecting the operation of the Competition, unauthorized human intervention, or other causes beyond the control of the Company, or the occurrence of any matters which corrupt the administration, security, fairness, integrity, or proper operation of the Competition or for any other reason at the sole discretion of the Company.  The Company reserves the right to suspend or cancel the Competition in the event of occurrence of any cause beyond its control.


You acknowledge that the Company, its respective parents and affiliates together with their respective employees, agents, directors, officers and shareholders, ARE NOT LIABLE for any delays, inaccuracies, failures, errors, omissions, interruptions, deletions, defects, computer viruses, Trojans, worms, logic bombs or other material which is malicious or technically harmful, communication line failures or for the theft, destruction, damage or unauthorized access to your computer system or network.


You acknowledge that the Company is not liable for any defamatory, offensive or illegal conduct or material found in connection with this Site, including such conduct or material transmitted by any means by any other person.


You acknowledge that the Company is not liable for any damages, including, without limitation, direct, incidental, special, consequential or punitive damages, in connection with or arising from your use or from your inability to use the Site.


You acknowledge that the Company is a distributor of content supplied by third parties. Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties are those of the respective authors or distributors and not of the Company. Without limiting any of the foregoing limitation or disclaimers, neither the Company nor any third party provider of information guarantees the accuracy, completeness, or usefulness of any content provided on or through the Site.
You acknowledge that the Company will have the right at any time to change or discontinue any aspect or feature of the Site, including without limitation content, hours of availability, and equipment required for access or use.


The Company does not warrant or make any representations of any kind or nature with respect to the Submissions or Content. Therefore, you are responsible for compliance with local laws, if and to the extent local laws are applicable

Nothing in this legal notice shall exclude or limit the Company’s liability for:

  • 1. death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or
  • 2. fraud or fraudulent misrepresentation; or
  • 3. any liability which cannot be excluded or limited under applicable law.


INDEMNITY
You agree to defend, indemnify and hold harmless the Company, its respective parents, affiliates and subsidiaries, together with their respective employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorney's fees and costs) arising out of your use of this Site; your failure to use the Site; your breach or alleged breach of this Agreement or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties.


TERMINATION
The Company reserves the right to immediately terminate your use of, or access to, this Site at any time if the Company decides at its sole discretion that you have breached this Agreement or any relevant law, rule or regulation or you have engaged in conduct that the Company considers to be inappropriate or unacceptable. Upon termination, you must destroy all materials obtained from this Site and all copies thereof, whether made under the terms of this Agreement or otherwise.


COPYRIGHT INFRINGEMENT
If you believe that any material contained in this Site infringes your copyright, you should notify the Company of your copyright infringement claim in accordance with the following procedure.


The Company will process notices of alleged infringement which it receives and will take appropriate action as required by the U.S. Digital Millennium Copyright Act (DMCA), the Canadian Copyright Act, the Electronic Commerce (EC Directive) Regulations 2002 and/or other applicable intellectual property laws. Notifications of claimed copyright infringement should be sent to this Site's Designated Agent who is:


Chief Operating Officer
Panorama Solutions Inc.
401 E. Las Olas Boulevard
Suite 130-135
Fort Lauderdale, FL 33301
Email: DMCA@projectbreakout.com


To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. '512(c)(3)):

  1. 1. Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. 2. 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;
  3. 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
  4. 4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  5. 5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  6. 6. A statement, made under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.


E-mails sent to DMCA@projectbreakout.com for purposes other than communication about copyright claims may not be acknowledged or responded to.


ASSIGNMENT
These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction. You will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of this Web Site, of any information about you contained in the Web Sites database(s) to the extent that Company assigns its rights and obligations regarding information about you in connection with a merger, acquisition, or sale of all or substantially all of Company's assets to a subsequent owner or operator. In the event of such a merger, acquisition or sale, your continued use of the Web Site signifies your agreement to be bound by the Terms of Use and Privacy Policy of the Web Site's subsequent owner or operator. Notwithstanding the above, you will have the opportunity to remove any content personal to you prior to, during, and after any merger, acquisition or sale of all or substantially all of Company's assets.


JURISDICTIONAL ISSUES
Unless otherwise specified, the materials in the Site are presented solely for the promotion of video, music and other products available in the United States of America and Canada, although products may vary by area. We control and operate this Site from our offices within the State of Florida, U.S.A.. We make no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.


GENERAL
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. This Agreement is governed by, and construed in accordance with, the laws of the State of New York without giving effect to any principles of conflicts of law. You agree to submit to the exclusive jurisdiction of the courts of the Southern District of the State of New York, for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use or non-use of the Site, and you further irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.


This Agreement, the Site's Privacy Policy and the Service's Official Competition Rules, constitute the entire agreement between the parties and shall not be modified except in writing, signed by both parties.


If you are under the age of 18 years old and you reside in the United Kingdom, you confirm that before entering the Competition you have discussed your entry into the Competition with your parent or guardian and your parent or guardian consents to your entry into the Competition.


IF YOU DO NOT AGREE TO THE FOREGOING TERMS AND CONDITIONS OR ARE NOT AUTHORIZED TO ENTER INTO THESE TERMS AND CONDITIONS, PLEASE EXIT THE SITE.


Last Modified November 27, 2007


© 2008 Panorama Solutions Inc. All Rights Reserved.