Terms & Conditions

PCI Media Inc., together with its Affiliates (collectively, “Company”, “we”, “us”, or “our”), offers websites (the “Sites”) and mobile, desktop, and connected TV applications (the “Applications”, and, together with the Sites, the “Properties”), including without limitation all Content, available on the Properties, to you, the user, conditioned upon your acceptance of these Terms of Use. For purposes of these Terms of Use, “Affiliates” means any entity that we control, are controlled by, or are under common control with, and “Content” means any text, data, information, images, sound, videos, music, photographs, User Content, software, products and services made available on the Properties.

Please read these Terms of Use carefully. By visiting or using the Site or the Applications, you agree to be bound by these Terms of Use and to use the Properties in accordance with these Terms of Use, our Privacy Policy, which is incorporated herein by reference, and any additional terms and conditions that may apply to specific sections of the Properties or to products and services available through the Properties. If you do not agree with these Terms of Use, you must immediately discontinue your use of the Properties.

We reserve the right to change or discontinue at any time any aspect or feature of the Properties without notice to you. Additionally, we reserve the right to change these Terms of Use or to impose new conditions on use of the Properties from time to time, in which case we will post the revised Terms of Use on the Properties. Any modifications are effective immediately upon posting. By continuing to use the Properties after we post any such changes, you accept the modified Terms of Use.

PERSONAL AND NONCOMMERCIAL USE
The Properties are for your personal and noncommercial use only, unless otherwise permitted by us. The Properties are not designed for or marketed to children under age thirteen. As a condition of your continued use of the Properties, you warrant to us that you will not use the Properties for any purpose that is prohibited by these Terms of Use or by applicable international, federal, state, or local laws, and that you are at least thirteen years of age.

PROHIBITED CONDUCT/ACTIVITY
It is a condition of your use of the Properties that you do not:

• Restrict or inhibit any other user from using and enjoying the Properties.
• Interfere with or disrupt any servers or networks used to provide the Properties or their features, or disobey any requirements, procedures, policies or regulations of the networks we use to provide the Properties.
• Use any robot, spider, spyware, or any other device, method, or processes on the Properties, for any purpose.
• Scrape, data-mine or data-crawl the Properties or engage in any data gathering or data extraction practices for any purpose.
• Use any Content to create, train, learn, copy, alter, enhance or use in any artificial intelligence (AI) product or for training of AI models.
• Gain unauthorized access to the Properties, or any account, computer system, or network connected to the Properties, by hacking, password mining or other illicit means.
• Obtain or attempt to obtain any Content or information through any means not intentionally made available through the Properties.
• Use the Properties to post or transmit any information, software or other Content that contains a virus, worm, time bomb, or other harmful component.
• Use the Properties to post, transmit or in any way exploit any information, software or other Content for commercial purposes.
• Gather, for marketing purposes or any other purpose, any email addresses or other personal information that has been posted by other users of the Properties without prior, written consent from us or the data subject.
• Use the Properties to engage in or conduct any high risk activities where damage or injury to persons, property, environment, finances or business may result if an error occurs.
• Use the Properties for any purpose in violation of applicable law, rule or regulation.

ACCOUNT SECURITY
To access certain components of our Properties, you may be asked to complete an online registration form. Any information provided during the registration process must be complete, current and accurate. If security information, a user name, or a password is created or provided to enable access to the Properties pursuant to your registration, you must treat such information as confidential and not disclose it to any other person or entity. You understand and agree that any information you provide through the Properties will be governed by our Privacy Policy. We reserve the right to disable and/or suspend your account for any reason or no reason, in our sole discretion.

THIRD PARTY WEBSITES
The Properties may contain hyperlinks to websites offered by third parties. Such hyperlinks are provided for your convenience only. We are not responsible for the content of any such website and our inclusion of hyperlinks to such websites does not imply any endorsement or sponsorship by us of the material on such websites or any association with their operators.

LINKING
Unless you are subsequently advised otherwise by us, you are hereby licensed to create hyperlinks to the Content on the Properties, provided that the hyperlink accurately describes the Content as it appears on the Properties. We reserve the right to revoke this license generally, or your right to use specific links, at any time. Under no circumstances may you “frame” the Properties or any of their Content or copy portions of the Properties to a server, except as part of an Internet service provider’s incidental caching of pages. Each page within the Properties must be displayed in full (including all trademarks, branding, advertising and promotional materials), without any accompanying frame, border, margin, design, branding, trademark, advertising or promotional materials not originally displayed on the page within the Properties.

INTELLECTUAL PROPERTY
The Properties and all the Content available on the Properties are the property of us or our licensors, and are protected by copyright, trademark, and other intellectual property laws. You may not use the Properties or the Content available on the Properties in a manner that infringes the owner’s rights or that has not been authorized by the owner. Except as otherwise expressly provided in these Terms of Use, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, modify, rewrite, create derivative works from, transmit, transfer, sell, exploit, or distribute in any manner or medium (including by email or other electronic means) any Content contained on the Properties without the prior consent of the owner. None of the Content or software contained on the Properties may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), resold or redistributed without our prior written consent.

Your use of any software available on or through on the Properties is governed by the end user license agreement, if any, that accompanies or is included with the software. You may not install or use any software without first agreeing to the terms of such end user license agreement. For any software not accompanied by an end user license agreement, we hereby grant to you a limited personal, nontransferable, non-sublicensable license to use the software for viewing and other purposes within the scope of use of such software anticipated by us in accordance with these Terms of Use, and for no other purpose. Any such software is provided to you subject to the warranty and liability exclusions set forth in these Terms of Use.

You may make single copies of Content displayed on the Properties for your personal and noncommercial use only, provided any copies include the copyright and other notices displayed with the Content on the Properties. You may not distribute such copies to others, whether or not for a charge or other consideration, without prior written permission from us or from the owner of the copied material. Requests to reproduce Content on the Properties for distribution or other purposes should be sent to us at the address provided below. You may also embed any videos that we make available on our Properties, provided, however, that you acknowledge and agree that we may remove any such videos at any time, in our sole discretion and without notice to or consent from you, which will render such videos unusable.

COPYRIGHT INFRINGEMENT
If you are a copyright owner who believes that any Content on the Properties infringe your copyright, you may seek to have the Content removed by sending us a notice that includes: (a) your full name, address and telephone number; (b) your e-mail address; (c) identification of the copyrighted work(s) that you believe to be infringed; (d) identification of the infringing Content and information sufficient for us to locate the Content; (e) a statement of your good faith belief that the Content infringes your copyright and the use is not authorized by the copyright owner, its agent or the law; (f) a statement, under penalty of perjury, that the information provided in the notice is accurate, and that you are the copyright owner or you are authorized to act for the copyright owner; and (g) your physical or electronic signature.

Company’s Copyright Agent to receive notices of claimed infringement can be reached at:

General Counsel, Copyright Agent
info@theundergroundlou.com

Upon receipt of a notice complying with all of the above requirements, we will act to remove infringing Content and, if applicable, send notice to the user that posted such Content on the Properties. We may terminate Site and/or Application privileges for repeat infringers.

If you believe that Content you posted on the Properties is not infringing or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to use the content and post such content on the Properties, you may file a counter-notification (“Counter-Notice”) with us by submitting written notification to our copyright agent (identified below). The Counter-Notice must include the following information: (a) your physical or electronic signature; (b) an 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 access disabled; (c) adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address); (d) a statement under penalty of perjury by you that you have a good faith belief that the Content identified above was removed or disabled as a result of a mistake or misidentification of the Content to be removed or disabled; and (e) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Properties may be found) and that you will accept such service from the person (or an agent of that person) who provided the Properties with the complaint at issue.

Please be aware that if you knowingly materially misrepresent that Content or activity on the Properties was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under 17 U.S.C. § 512(f) of the Digital Millennium Copyright Act.

Company’s Copyright Agent to receive a completed Counter-Notice can be reached at:

General Counsel, Copyright Agent
info@theundergroundlou.com

USER CONTENT
We may allow you to upload, post, transmit or otherwise provide content, including but not limited to photos, video, audio, comments, articles, and blogs to the Properties (“User Content”). You agree that you are solely responsible for any User Content that you provide. By posting or submitting any User Content to us via the Properties, you represent and warrant that: (i) you are the owner of the Content, or are making your post or submission with the express consent of the owner of the Content; (ii) neither your User Content nor use thereof as contemplated by these Terms of Use infringe the intellectual property rights of any third party; (iii) the User Content has not been manipulated (for example, created or enhanced by AI) in any way; and (iv) you are thirteen years of age or older.

Rules Governing User Content: In consideration for being allowed to post or contribute User Content, you agree that your failure to abide by the following rules in using the Properties shall constitute a material breach of these Terms of Use.

• Do not provide User Content that is harmful to minors in any way.
• Do not post or submit User Content that is obscene, profane, graphic, sexually explicit, vulgar, pornographic, indecent, libelous, slanderous, defamatory, harmful, harassing, abusive, threatening, illegal, immoral, hateful, discriminatory, or knowingly false.
• Do not provide User Content encouraging conduct that may constitute or contribute to a criminal offense, give rise to civil liability or violate any national, international, state or local law, regulation or authority.
• Do not impersonate another person or entity, permit any other person or entity to use your identification to post or view User Content, or otherwise falsely state or misrepresent your affiliation with a person or entity.
• Do not provide User Content that infringes the copyright, trademark, patent, trade secret, publicity, or other intellectual property or proprietary rights of others or that is invasive of another person’s privacy.
• Do not provide User Content containing malicious components, including but not limited to viruses, Trojan horses, or other programs designed to disrupt, damage or restrict the use of any computer software or hardware or telecommunications equipment.

Respect the Intellectual Property Rights of Others. The fact that Content is available on the Internet does not mean it is in the public domain. The vast majority of Content on the Internet are protected by copyright and trademark laws. You may not post or transmit content belonging to any person or party other than yourself unless you have prior written consent of the owner.

Our Right to Remove User Content. We do not assume any responsibility for the consequences of any User Content on the Properties. If we are notified of User Content alleged not to conform to the rules set forth in these Terms of Use, we may investigate the allegation. We reserve the right, but are not obligated, to remove User Content that fails to conform to these Terms of Use. In addition, we reserve the right, but are not obligated, to delete any User Content posted on the Properties, regardless of whether such User Content violates these Terms of Use.

Our Right to Use User Content. By posting User Content to the Properties, you are granting to us and our licensees a worldwide, royalty-free, perpetual, non-exclusive, irrevocable, unrestricted right and license to use, copy, reproduce, modify, adapt, publish, translate, transmit, create derivative works from, sell, distribute, perform, display, and otherwise exploit your User Content, in whole or in part, in any manner or medium, and/or to incorporate it in other works in any form, media or technology now known or hereafter developed, for any purpose, without notice or additional consideration to you. You further grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.

We do not represent or guarantee the truthfulness, accuracy or reliability of any User Content or endorse any opinions expressed by such users.

ANY RELIANCE UPON USER CONTENT IS AT YOUR OWN RISK.

INDEMNIFICATION
You agree to defend, indemnify and hold harmless us, our officers, directors, shareholders, employees, agents, licensors and suppliers from and against any and all claims, actions, demands, liens, allegations, damages of every kind and description, encumbrances, losses, costs, expenses, fines, liabilities and settlements, including without limitation reasonable legal and accounting fees, resulting from, or alleged to result from: (i) your use of the Properties or any content, product or service offered through the Properties; (ii) your use of any User Content or use by others of User Content submitted by you; or (iii) your infringement or alleged infringement of the copyright, trademark, patent, publicity rights, or other proprietary rights of third parties or your breach or alleged breach of any representation, warranty, or covenant made by you in these Terms of Use. Either we or the indemnified party will notify you of any such claim, suit or proceeding and will reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding. You may not settle any such claim, suit, or proceeding without the indemnified party’s prior written consent.

NO WARRANTIES
YOU USE THE PROPERTIES AT YOUR OWN RISK. THE PROPERTIES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION THAT ANY CONTENT CONTAINED ON THE PROPERTIES SATISFIES ANY APPLICABLE GOVERNMENT LAW, REGULATION OR REQUIREMENT. NEITHER US NOR OUR SUBSIDIARIES, EMPLOYEES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PROPERTIES, OR ANY WARRANTY OR REPRESENTATION THAT THE PROPERTIES OR ITS OPERATION WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE PROPERTIES, INCLUDING THE SERVERS THAT MAKE THEM AVAILABLE, WILL MEET YOUR EXPECTATIONS OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO AGENT OR REPRESENTATIVE HAS THE AUTHORITY TO CREATE ANY WARRANTY REGARDING THE PROPERTIES ON BEHALF OF COMPANY.

YOU MUST PROVIDE AND ARE SOLELY RESPONSIBLE FOR ALL HARDWARE AND/OR SOFTWARE NECESSARY TO ACCESS THE PROPERTIES. YOU ASSUME THE ENTIRE COST OF AND RESPONSIBILITY FOR ANY DAMAGE TO, AND ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION OF, THAT HARDWARE AND/OR SOFTWARE.

EXCLUSION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL WE OR ANY OF OUR EMPLOYEES, PARENTS, SUBSIDIARIES, LICENSORS, SUPPLIERS OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR EXPENSES WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS, AND DAMAGES ARISING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY CONNECTED WITH USE OF THE PROPERTIES, DELAY OR INABILITY TO USE THE PROPERTIES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE PROPERTIES, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY AGREE THAT WE AND OUR LICENSORS, SUPPLIERS, PROVIDERS OF INFORMATION, AGENTS AND ANY OF OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS OR ASSIGNS SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY REASON OR UNDER ANY THEORY WHATSOEVER, BASED UPON THE INFORMATION PROVIDED ON OR THROUGH THE PROPERTIES.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE PROPERTIES, ANY CONTENT, PRODUCTS, OR SERVICES ON THE PROPERTIES, OR WITH ANY OF THE PROPERTIES’ TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE PROPERTIES.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SERVICE PROVIDERS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

TERMINATION OF PRIVILEGES
You understand that we have no obligation to monitor any areas of the Properties, including those through which users can supply User Content. However, we reserve the right at all times to monitor any areas of the Properties to determine compliance with these Terms of Use and any other operating rules that may be established by us from time to time. We reserve the right to deny, suspend, or terminate access to the Properties or any features of the Properties to anyone who violates these Terms of Use or who, in our sole judgment, interferes with the ability of others to enjoy the Properties or infringes the rights of others or for any other reason to be determined in our sole discretion. We also reserve the right to remove or refuse to post any information, User Content, or Content, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms of Use.

We have the right to cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Content on or through the Properties.

In the event of termination, you are no longer authorized to access the part(s) of the Properties affected by such termination. The restrictions imposed on you with respect to Content downloaded from the Properties, and the disclaimers and limitations of liabilities set forth in these Terms of Use, shall survive any such termination.

PRIVACY
You may have to submit certain information to us in order to use certain features of the Properties and we may collect certain information about you when you use the Properties. By using the Properties you consent to our use, collection, storage, and dissemination of your information. Our collection of any information from or about you is governed by our Privacy Policy.

GENERAL
These Terms of Use (including the Privacy Policy incorporated herein by reference) constitute the entire agreement and understanding between you and us with respect to your use of the Properties, and supersede all prior or contemporaneous communications and/or proposals. In the event any provision of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be severable from these Terms of Use and such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions. Waiver by us of any breach or failure to comply with any provision of these Terms of Use by you shall not be construed as or constitute a continuing waiver of such provision or a waiver of any other breach of or failure to comply with any other provision of these Terms of Use. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings based upon or relating to use of the Properties to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

JURISDICTION
The Properties are controlled by us from the United States of America. We make no representation that Content on the Properties are appropriate or available for use in other locations. Those who choose to access the Properties from other locations do so on their own initiative and are responsible for compliance with local laws. These Terms of Use shall be governed in accordance with the laws of the State of Kentucky, excluding its choice of laws provision. Any action brought to enforce these Terms of Use shall be brought in the state or federal courts located in Louisville, Kentucky.

CONTACT US
If you have any questions about these Terms of Use or your dealings with us you may contact us: