Terms of Service

Effective Date: October 1, 2016

These Terms of Use shall govern all current and future online and mobile websites, platforms, services, applications, and networks owned or operated by Pass It Down, LLC (“PID”) and/or for which PID currently or in the future provides services and/or technology (collectively, the “platform” or “platforms”). Some of the key terms and conditions are summarized below, but please take the time to read the full Terms of Use. You accept and agree to be bound by these Terms of Use when you use any of the Platforms, without limitation, when you view or access content or stories on any of the Platforms.

IMPORTANT NOTICE: THESE TERMS OF USE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTIONS 11 and 12.

I. (A) Governing Terms. These Terms of Service, along with any additional terms and conditions that are referenced herein or that are presented elsewhere on the Platform in relation to a specific service or feature (collectively, “Terms of Service”) and the PID Privacy Policy, set forth the terms and conditions hereof. If you do not agree to these Terms of Service, you should not access or use the Platform.

(B) Changes to Terms of Service. PID may modify the Terms of Service, or any part thereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the Platform after such posting shall be deemed to constitute acceptance by you of such modifications, additions, or deletions.

(C) Changes to Site. PID may change or discontinue any aspect, service or feature of the Platform at any time, including, but not limited to, content, hours of availability and equipment needed for access or use.

(D) Registration. You may be provided an opportunity to register via an online registration form to create a user account (“Your Account”) that may allow you to receive information from PID and to participate in certain features on the Platform such as our digital storytelling platform. PID will use the information you provide in accordance with the PID Privacy Policy. By registering you represent and warrant that all information you provide on the registration form is current, complete and accurate to the best of you knowledge. You agree to maintain and promptly update your registration information on the Platform so that it remains current, complete and accurate. During the registration process, you will be required to choose a password and/or user name. You acknowledge and agree that PID may rely on this password or user name to identify you. You shall be responsible for protecting the confidentiality of your user name(s) or password(S), if any. You are responsible for all use of Your Account, regardless of whether you authorized such access or use, and for ensuring that all use of Your Account complies fully with the provisions of these Terms of Service.

(E) Equipment. You are responsible for obtaining and maintaining all connectivity, computer software, hardware, and other equipment needed for access to and use of the Platform and all charges related to the same.

(F) If you are using the Services on behalf of an entity, then you represent that you have the power and authority to bind the entity to these Terms of Use.

(G) You must agree to and accept these Terms of Use prior to using the Services. If you do not agree to any of these Terms of Use, you are prohibited from using or accessing the platform.

II. Account

  1. In order to access PID, you will have to create an account and choose a username. Usernames must not violate the rights of any third parties. When creating your account, you must provide accurate, current and complete information and agree to update your information as necessary to maintain its truth and accuracy. You agree that you will not create an account for anyone other than yourself, unless you are a representative of an entity with express authorization from an officer of such entity to create an account on behalf of the entity.
  2. You are solely responsible for the activity that occurs on your account and you must keep your account password secure, except that with respect to accounts created on behalf of an entity, you may share your account information with other authorized users of the entity. You must notify Pass It Down immediately of any breach of security or unauthorized use of your account. You may be liable to Pass It Down for losses of Pass It Down or others due to such unauthorized use. Pass It Down will not be liable for your losses if such losses are caused by unauthorized use of your account.
  3. Pass It Down does not recognize the transfer of accounts. You may not purchase, sell, gift or trade any account, or offer to purchase, sell, gift or trade any account, and any such attempt shall be null and void.
  4. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN ANY ACCOUNT STORED OR HOSTED ON SERVICES. ALL RIGHTS IN AND TO SUCH ACCOUNTS ARE AND WILL FOREVER BE OWNED AND INSURE SOLELY TO THE BENEFIT OF PASS IT DOWN.
  5. Any personal information you chose to provide while registering or in otherwise using the Services will be treated in accordance with our Privacy Policy. Pass It Down does not knowingly collect, solicit, or store personal information from anyone under the age of 13. If you believe we might have any information from or about a child under 13, please contact us at sayhi@passidown.com.

3. Limited License

    Subject to your agreement and to your continuing compliance with these Terms of Service, Pass It Down grants you a personal, non-exclusive, non-assignable,and non-transferable license to access and use the Services for your personal and non-commercial use only. You may not use the Services for any other purpose or in any way that breaches these Terms of Use or any other agreement applicable to the Services.

4. User Content and Conduct; Community Guidelines

The following terms apply to content submitted by users, and user conduct on the Platform.

(a) Storytelling Areas. The platform may contain questions, comments sections, discussion forums and other storytelling features, PID user-generated Questions in which you may post or upload user-generated content, including but not limited to comments, videos, photos, text, audio, and other materials or items (collectively, “User Content.” You are solely responsible for your use of the Storytelling Areas and you use them at your own risk. Storytelling Areas are available for individuals aged 13 years or older. By submitting User Content to an Storytelling Area, you represent that you are 13 years of age or older and, if you are under the age of 18, you either are an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into these Terms of Service, submit content, participate on the Platform, and fulfill the obligations set forth in these Terms of Service, which forms a binding contract between you and PID. Employees of PID may not submit User Content without permission from their supervisors.

(B) Community Guidelines. By submitting any User Content, or participating in an Storytelling Area, within or in connection with the Platform, you agree to abide by the following rules of conduct.

You agree not to upload, post, or otherwise transmit any User Content that:

  • Violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others.
  • You know to be false, misleading or inaccurate.
  • Contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity.
  • Contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd.
  • Violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them.
  • Advocates violent behavior.
  • Poses a reasonable threat to personal or public safety.
  • Contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitive, prurient, or gratuitous purposes.
  • Is protected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets rights of publicity or other proprietary rights or any other harm resulting from such a submission. Any person determined by PID, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Platform.
  • Does not generally pertain to the designated topic or theme of any Storytelling Area.
  • Contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation.
  • You agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability.
  • You agree that if necessary, you have the consent of each and every identifiable natural person in any submission to use such person’s name or likeness in the manner contemplated by the Platform.
  • You agree that any person who appears in your submission who is a current member of the Screen Actors Guild (SAG), the American Federation of Television and Radio Actors (AFTRA) or any other rights society is not entitled to compensation by PID.
  • You agree not to impersonate any person or entity, including, but not limited to, PID or PID employee, or falsely state or otherwise misrepresent your affiliation with any person or entity.
  • You agree not to represent or suggest, directly or indirectly, PID’s endorsement of User Content.
  • You agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about the Platform users or posting private information about a third party.
  • You agree not to upload, post or otherwise transmit any User Content, software or other materials which contain a virus or other harmful or disruptive component.
  • You agree not to interfere with or disrupt the Platform or the servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform.
  • You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Platform, use the Platform, or access to the Platform.
  • You agree not to use any service, technology, or automated system to artificially inflate the page views that your User Content receives.  This includes pay-per-click services, web “robots” and any other current or future technologies. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.
  • You agree not to use any technology, service or automated system to post more User Content than an individual could upload in a given period of time. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.
  • Any conduct that in PID’s sole discretion restricts or inhibits anyone else from using or enjoying the Platform will not be permitted. PID reserves the right in its sole discretion to remove or edit User Content by you and to terminate Your Account for any reason. PID does not vouch for the accuracy or credibility of any User Content, and does not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Platform. Through your use of Storytelling Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Storytelling Areas, you assume all associated risks.

(C) Monitoring. PID shall have the right, but not the obligation, to monitor User Content posted or uploaded to the Platform to determine compliance with these Terms of Service and any operating rules established by PID and to satisfy any law, regulation or authorized government request. Although PID has no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Platform, Pass It Down reserves the right, and has absolute discretion, to screen, edit, refuse to post or remove without notice any User Content posted or uploaded to the Platform at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Platform at your sole cost and expense. In addition, PID may share personally identifiable information in response to a law enforcement agency’s request, or where we believe it is necessary, or as otherwise required or permitted by law. See PID Privacy Policy.

The decision by PID to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on the part of PID in connection with or arising from use by you of Storytelling Areas on the Platform.

(D) License to User Content. Stories may be submitted on PID in three ways: 1) Public, 2) For Friends and Family, and 3) Private. By Submitting “Public” User Content to the Platform, you automatically grant PID the royalty-free, perpetual, irrevocable, non-exclusive right and license, but not the obligation, to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense and otherwise exploit such User Content (in whole or in part) worldwide in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such User Content, without payment to you or to any third parties. You represent and warrant to PID that you have the full legal right, power and authority to grant to PID the license provided for herein, that you own or control the complete exhibition and other rights to the User Content you submitted for the purposes contemplated in this license and that neither the User Content, nor the exercise of the rights granted herein shall violate these Terms of Service, or infringe upon any rights, including the right of privacy or right of publicity, constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity. You further grant PID the right, but not the obligation, to pursue at law any person or entity that violates your or PID’s rights in the User Content by a breach of these Terms of Service. These rights apply to any story that is published as “Public” including any story where user changes visibility of story from “public” to “For Friends and Family” or “Private”.

By Submitting “Private” content or content “For Friends and Family”, any and all content, including any communications, that you submit (e.g. by uploading or transmitting) to Pass It Down shall be deemed your property from the moment of creation. You will be solely responsible for your own User Content and the consequences of uploading, submitting, distributing and publishing your User Content on the Services. You affirm, represent and warrant that you exclusively own or have the necessary licenses, rights, consents, and permissions to publish any User Content you submit.  

(E) Moral Rights. If it is determined that you retain moral rights (including rights of attribution or integrity) in the User Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Public User Content, or any derivative works of or upgrades or updates thereto; (B) you have no objection to the publication, use, modification, deletion and exploitation of the “Public” by PID or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the User Content; and (d) you forever release PID, and its licensees, successors and assigns, from any claims that you could otherwise assert against PID by virtue of any such moral rights. You also permit any other user to access or view any Public Story.

(F) No Obligation. User Content submitted by you will be considered non-confidential and PID is under no obligation to treat such User Content as proprietary information except pursuant to the PID Privacy Policy. Without limiting the foregoing, PID reserves the right to use any User Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it.

5. Copyright Ownership

The Platform contains copyrighted material, trademarks, and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Platform are copyrighted as a collective work under the United States copyright laws. PID owns copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of PID and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

6. Third Party Content.

PID s a distributor (and not a publisher or creator) of content supplied by third parties and users. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers or users of the Platform, are those of the respective author(s) or distributor(s) and not of PID. Neither PID nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 below for the complete provisions governing limitation of liabilities and disclaimers of warranty.)

In many instances, the content available through the Platform  represents the opinions and judgments of the respective user or information provider not under contract with PID. PID  neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Platform by any third party. Under no circumstances will PID be responsible or liable, directly or indirectly, for any loss or damage caused by your use or reliance on information obtained through the Platform. PID is not responsible for any actions or inaction on your part based on the information that is presented on the Platform. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Platform. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

6. Advertisements and Promotions.

PID may run advertisements and promotions from third parties on the Platform.. Your business dealings or correspondence with, or participation in promotions of, advertisers other than PID, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. PID is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Platform.

7. Disclaimer of Warranty; Limitation of Liability

  1. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER PID, ITS PARENT, SUBSIDIARIES, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE.
  1. THE SITE, INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADABLE SOFTWARE, IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF SERVICE.
  1. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL PASS IT DOWN LLC, OR ITS PRESENT OR FUTURE PARENTS OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE SITE OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE SITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE SITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF PASS IT DOWN LLC OR ITS PRESENT OR FUTURE PARENTS OR AFFILIATED COMPANIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT PASS IT DOWN LLC AND/OR ITS PRESENT OR FUTURE PARENTS AND AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITES OR ANY OTHER THIRD PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE    LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(E) PID DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE TO PID’S DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR USE THE PLATFORM.

(F) YOU ACKNOWLEDGE AND AGREE THAT BECAUSE THE SITE IS A BETA VERSION, THE SITE MAY BE SUBJECT TO WITHDRAWAL FROM AVAILABILITY AT ANY TIME, WITH OR WITHOUT NOTICE. THE SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PASS IT DOWN, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICUALR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. PASS IT DOWN MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, LIKELY RESULTS, RELIABILITY, OR COMPLETENESS OF THE CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, (2) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (4) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND OR/ (5) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED OR OTHERWISE MADE AVIALABLE VIA THE SERVICES. PASS IT DOWN DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PASS IT DOWN WILL NOT BE A PARTY TO OR IN ANYWAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY  PROVIDERS OF PRODUCTS OR ERVICES.

8. Indemnification

You agree to defend, indemnify and hold harmless PID, Pass It Down LLC, their affiliates and each of their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Platform by you or your Account. PID reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Platform. In such event, you shall provide PID with such cooperation as is reasonably requested by PID.

9. Termination

PID may terminate or suspend these Terms of Service at any time without notice to you. Without limiting the foregoing, PID shall have the right to immediately terminate Your Account in the event of any conduct by you which PID, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of these Terms of Service. The provisions of Sections 1-13 shall survive termination of these Terms of Service.

Please note that even if your account has been terminated, any and all User Content uploaded to your account at any time prior to the termination date may be retained, distributed, performed or used by Pass It Down and its third-party partners indefinitely.

Despite the foregoing, Pass It Down has no obligation to retain your User Content and may, at its sole discretion, decide to delete your User Content from the Services after your account is terminated. Therefore, you are advised to save or back up any User Content that you have uploaded to your account before termination, as Pass It Down assumes no liability for any material that may be irretrievably deleted following termination of your account.

10. Trademarks

PID, its parent, subsidiaries and affiliates, own all rights to their logos and trademarks used in connection with the Platform. PID,  its parent, subsidiaries and affiliates, own all rights to their design and processes used in connection with the Platform. All other logos and trademarks appearing on the Platform are the property of their respective owners.

11. Governing Law

The content, data, video, and all other material features on the Platform are presented for the purpose of providing entertainment, news and/or information, and/or promoting programs, films, music, games and other products and/or services that are or may become available in the United States, its territories, possessions and protectorates.

Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Platform, and/or the provision of content, services, and/or technology on or through the Platform shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Tennessee, applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions.

12. Disputes/Arbitration. PLEASE READ THIS SECTION CAREFULLY– IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

PID and you agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

In the event of a dispute, claim, or controversy arising out of or in connection with your access to, and/or use of the Platform, and/or the provision of content, services, and/or technology on or through the Platform, PID or you must give the other notice of the dispute, claim, or controversy which notice will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested. You must send any such notice to PID by email to sayhi@passitdown.com AND by U.S. Mail to Wellborn, Wallace & Woodard, LLC 1175 Peachtree St. NE 100 Colony Square, Suite 300 Atlanta, Georgia 30361. To the extent that PID has your contact information, it will send any such notice to you by U.S. Mail, or otherwise to your email address. PID and you will attempt to resolve any dispute, claim, or controversy through informal negotiation within thirty (30) days from the date that any notice of dispute, claim or controversy is sent. PID and you shall use reasonable, good faith, efforts to settle any dispute, claim, or controversy through consultation and good faith negotiations. After 30 days, PID or you may resort to other alternatives described in this Section. Notwithstanding the foregoing, the notice and 30 day negotiation period required by this paragraph shall not apply, however, to disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Platform.

Except as otherwise specifically set forth below, any dispute, claim, or controversy of any kind between PID and you arising under these Terms of Use or in connection with your access to, and/or use of the Platform, and/or the provision of content, services, and/or technology on or through the Platform, if unresolved through informal discussions within thirty (30) days of receipt of notice, shall be resolved by binding arbitration to be held in the state of Tennessee. Notwithstanding the foregoing, disputes, claims or controversies concerning patents, copyrights, moral rights, trademarks and trade secrets and claims of piracy or unauthorized use of the Platform shall not be subject to arbitration.

For residents outside the United States, arbitration shall be initiated in Chattanooga, Tennessee and PID and you agree to submit to the personal jurisdiction of any state or federal court in Tennessee to compel arbitration, stay proceedings, pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

The arbitration shall be conducted by a single arbitrator, governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and administered by the AAA. The AAA Rules and fee information are available at www.adr.org, or by calling the AAA at 1-800-778-7879.

PID and or filing party will split the cost of any arbitration filing fees and arbitration fees for claims of up to $75,000, unless the arbitrator finds the arbitration to be frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, but not limited to attorney’s fees and expert witness costs unless PID is otherwise specifically required to pay such fees under applicable law. For claims that total more than $75,000, the AAA Rules will govern payment of filing fees and arbitration fees. The decision of the arbitrator will be in writing and binding and conclusive on PID and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. PID and you agree that the dispositive motions, including without limitation, motions to dismiss and motions for summary judgment will be allowed in the arbitration. The arbitrator must follow these Terms of Use and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees. Notwithstanding the foregoing, PID and you agree not to seek any attorney’s fees and expert witness costs unless the arbitrator finds that a claim or defense was frivolous or asserted for an improper purpose. PID and you understand that, absent this mandatory arbitration provision, PID and you would have the right to sue in court and have a jury trial. PID, and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If your claim is solely for monetary relief of $10,000 or less, and does not include a request for any type of equitable remedy, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the AAA Rules.

You may choose to pursue your claim in small claims court where jurisdiction and venue over PID and you otherwise qualifies for such small claims court and where your claim does not include a request for any type of equitable relief.

If any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect. In the event some or all of these arbitration provisions are determined to be unenforceable for any reason, or if a claim, dispute or controversy is brought that is found by a court to be excluded from the scope of these arbitration provisions, PID and you agree to waive, to the fullest extent allowed by law, any trial by jury.

The terms of these arbitration provisions will also apply to any claims asserted by you against any present or future parent and or affiliated company of PID to the extent that any such claims arise out of your access to, and/or use of the Platform, and/or the provision of content, services, and/or technology on or through the Platform.

12. Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY– IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS

PID and you agree that PID and you will resolve any disputes, claims or controversies on an individual basis, and that any claims brought under these Terms of Use in connection with the Platform will be brought in an individual capacity, and not on behalf of, or as a part of, any purported class, consolidated, or representative proceeding. PID and you further agree that PID and you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under these Terms of Use or in connection with the Platform.

If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in federal court located in Chattanooga, Tennessee.

The terms of this provision will also apply to any claims asserted by you against any parent or affiliated company of PID to the extent that any such claims arise out of your access to, and/or use of the Platform, and/or the provision of content, services, and/or technology on or through the Platform.

13. Miscellaneous

These Terms of Service and any operating rules for the Platform established by PID constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms of Service are for the benefit of PID, its parent, subsidiaries, other affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. If you access the Platform, including its Storytelling Areas, from any location other than the United States, you accept full responsibility for compliance with all local laws. You are also subject to United States export controls and are responsible for any violations of United States embargoes or other federal rules and regulations restricting exports. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms of Use will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.

Neither PID nor you shall be liable for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, terrorism, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts: inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

14. Copyrights and Copyright Agent

PID respects the rights of all copyright holders and in this regard, PID has adopted and implemented a policy that provides for the termination in appropriate circumstances of users and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide PID’s Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyright 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. 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 us to locate the material;

4. Information reasonably sufficient to permit us to contact the complaining party;

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; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For copyright inquiries under the Digital Millennium Copyright Act please contact: Wellborn, Wallace & Woodard, LLC 1175 Peachtree St. NE 100 Colony Square, Suite 300 Atlanta, Georgia 30361.

For web posting, reprint, transcript or licensing requests for PID material, please contact sayhi@passitdown.com.

For any questions or requests other than copyright issues or licensing requests, please contact sayhi@passitdown.com

These Terms of Service were last updated on April 15, 2016.

15. Amendments

Pass It Down may, in its sole discretion, modify or revise these Terms of Use and other policies at any time, and you agree to be bound by such modifications or revisions. Pass It Down will publish such revisions and updates from time to time by posting the revised policy on the Site  and updating the “effective as of” date at the top of this page. By continuing to use the Services after any such publication, you are agreeing to be bound by the then current version of these Terms of Use. If you do not agree to the changes, then you must immediately stop using the Services and delete your account.