Last Try™ Terms of Service

The following Terms of Service ("TOS") govern how members may use Last Try™ and its services. You must agree to these TOS if you want to use the Last Try™ website.

YOUR ACCEPTANCE

By using and/or visiting this website (collectively, including all content and functionality available through the LastTry.com domain name, the "Website"), you signify your agreement to (1) these TOS and (2) Last Try™'s privacy policy (which can be reviewed at http://www.LastTry.com/PrivacyPolicy and is incorporated herein by reference). If you do not agree to any of these terms or the Last Try™ privacy notice, please do not use the Last Try™ Website.

Although we may attempt to notify you when major changes are made to these TOS, you should periodically review the most up-to-date version http://www.LastTry.com/TOS. ICELounge Media, Inc. may, in its sole discretion, modify or revise these TOS and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

This Agreement will remain in full force and effect while you use the Website and/or are a member.

Last Try™ WEBSITE

These TOS apply to all users of the Website, including users who are also contributors of video content, information, and other materials or services on the Website. The Website includes all aspects of Last Try™, including but not limited to all products, software and services offered via the Website, including, but not limited to, the Last Try™ channels, the Last Try™ "Embeddable Player" and other applications.

The Website may contain links to third-party websites that are not owned or controlled by Last Try™. Last Try™ has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, Last Try™ will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Last Try™ from any and all liability arising from your use of any third-party website.

Accordingly, we encourage you to review the terms and conditions and privacy policy of such third-party websites. 

Last Try™ ACCOUNTS

In order to access some features of the Website, you will have to create a Last Try™ account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Last Try™ immediately of any breach of security or unauthorized use of your account.

Although Last Try™ will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Last Try™ or others due to such unauthorized use.

GENERAL USE OF THE WEBSITE—PERMISSIONS AND RESTRICTIONS

Last Try™ hereby grants you permission to access and use the Website as set forth in these TOS, provided that:

1. You agree not to distribute in any medium any part of the Website, including, but not limited to, User Submissions (as defined below), without Last Try™'s prior written authorization.
2. You agree not to alter or modify any part of the Website, including but not limited to Last Try™'s Embeddable Player, or any of its related technologies.
3. You agree not to access User Submissions (as defined below) or Last Try™ content through any technology or means other than the video playback pages of the Website itself, the Last Try™ Embeddable Player, or other explicitly-authorized means Last Try™ may designate.
4. You agree not to use the Website, including the Last Try™ Embeddable Player, for any commercial use, without the prior written authorization of Last Try™. Prohibited commercial uses include, but are not limited to, any of the following actions taken without Last Try™'s express approval:

(a)     The sale of access to the Website or its related services (such as the Embeddable Player) on a third-party website or service;

(b)     Use of the Website or its related services (such as the Embeddable Player), for the primary purpose of gaining advertising or subscription revenue;

(c)     The sale of advertising on the Last Try™  website or any third-party website, targeted to the content of specific User Submissions or Last Try™ content;

(d)     Any use of the Website or its related services (such as the Embeddable player) that Last Try™ finds, in its sole discretion, as using Last Try™ resources or User Submissions to compete with or displace the market for Last Try™, Last Try™ content, or its User Submissions.

5. Prohibited commercial uses do not include:

(a)     Uploading an original video to Last Try™, or maintaining an original channel on Last Try™, to promote your business or artistic enterprise;

(b)     Using the Embeddable Player to show Last Try™ videos on an ad-enabled blog or website, provided the primary purpose of using the Embeddable Player is not to gain advertising revenue or compete with Last Try™;

(c)     Any use that Last Try™ expressly authorizes in writing.

(For more information about what constitutes a prohibited commercial use, see our FAQ.)

6. If you use the Last Try™ Embeddable Player on your website, you must include a prominent link back to the Last Try™ website on the pages containing the Embeddable Player, unless otherwise agreed to in writing by Last Try™. You may not modify, build upon, or block any portion of the Embeddable Player in any way, unless such modifications are expressly provided by Last Try™.
7. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the Last Try™ servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Last Try™ grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials. Last Try™ reserves the right to revoke these exceptions, either generally or in specific cases. You agree not to collect or harvest any personally-identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
8. In your use of the Website, you will otherwise comply with the TOS and all applicable local, national, and international laws and regulations.
9. Last Try™ reserves the right to discontinue any aspect of the Last Try™ Website at any time without prior notice.

YOUR USE OF CONTENT ON THE SITE

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Website.

1. The content on the Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Last Try™, subject to copyright and other intellectual property rights under the law. Content on the Website is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Last Try™ reserves all rights not expressly granted in and to the Website and the Content.
2. You may access User Submissions for your information and personal use solely as intended through the provided functionality of the Website. You shall not copy or download any User Submission unless you see a "download" or similar link displayed by Last Try™ on the Website for that User Submission.
3. User Comments are made available to you for your information and personal use solely as intended through the normal functionality of the Website. User Comments are made available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Website or otherwise as prohibited under this Agreement.
4. You may access Last Try™ Content, User Submissions and other content only as permitted under this Agreement. Last Try™ reserves all rights not expressly granted in and to the Last Try™ Content and the Website.
5. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes.
6. You agree not to circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content therein.
7. You understand that when using the Website, you will be exposed to User Submissions from a variety of sources, and that Last Try™ is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Last Try™ with respect thereto, and agree to indemnify and hold Last Try™, its officers, directors, shareholders, representatives, employees, affiliated entities, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

YOUR USER SUBMISSIONS AND CONDUCT

1. As a Last Try™ account holder you may submit video content ("User Videos") and textual content ("User Comments"). User Videos and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, Last Try™ does not guarantee any confidentiality with respect to any User Submissions.
2. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize Last Try™ to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service.
3. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to Last Try™, you hereby grant Last Try™ a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Last Try™  Website and Last Try™'s (and its successors' and affiliates') business, including, without limitation, for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these TOS. The above licenses granted by you in User Videos terminate within a commercially reasonable time after you remove or delete your User Videos from the Website. You understand and agree, however, that Last Try™ may retain, but not display, distribute, or perform, server copies of User Submissions that have been removed or deleted. The above licenses granted by you in User Comments are perpetual and irrevocable.
4. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Last Try™ all of the license rights granted herein.
5. You further agree that you will not, in connection with User Submissions, submit material that is contrary to Last Try™'s guidelines, or contrary to applicable local, national, and international laws and regulations. The following is a partial list of content that is illegal or prohibited on the Website. Last Try™ 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 communication from the Service and terminating the membership of such violators. It includes, but is not limited to, content that:

(a)     is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

(b)     harasses or advocates harassment of another person;

(c)     involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming";

(d)     promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

(e)     promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

(f)      contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);

(g)     provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;

(h)     provides instructional information about illegal activities, such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

(i)       solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and engages in commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter, advertising, and pyramid schemes.

6. Last Try™ does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Last Try™ expressly disclaims any and all liability in connection with User Submissions. Last Try™ does not permit copyright-infringing activities and infringement of intellectual property rights on its Website, and Last Try™ will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Last Try™ reserves the right to remove Content and User Submissions without prior notice.
7. You are solely responsible for your interactions with other Last Try™ users. Last Try™ reserves the right, but has no obligation, to monitor disputes between you and other users.

ACCOUNT TERMINATION POLICY

1. Last Try™ will terminate a User's access to its Website if, under appropriate circumstances, they are determined to be a repeat infringer.
2. Last Try™ reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Last Try™ may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these TOS at any time, without prior notice and at its sole discretion.

DIGITAL MILLENNIUM COPYRIGHT ACT

1. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
   • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
   • 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;
   • 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;
   • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an e-mail address;
   • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
   • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Last Try™'s designated Copyright Agent to receive notifications of claimed infringement is: ICELounge Media Inc., 141 W. 28^th Street, Suite 300, New York, NY 10001 Email: info@iceloungemedia.com, Fax: 646-390-1715. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Last Try™ customer service through http://www.lasttry.com. You acknowledge that if you fail to comply with all of the requirements of this Section 1, your DMCA notice may not be valid.

2. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:
   • Your physical or electronic signature;
   • 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 disabled;
   • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
   • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Last Try™ may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Last Try™'s sole discretion.

WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THE LAST TRY™ WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, LAST TRY™, ITS OFFICERS, STOCKHOLDERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. LAST TRY™  MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) 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, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE LAST TRY™  WEBSITE. LAST TRY™ DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE LAST TRY™ WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LAST TRY™  WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL LAST TRY™, ITS OFFICERS, STOCKHOLDERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE LAST TRY™ WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT LAST TRY™ SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website is controlled and offered by ICELounge Media Inc. from its facilities in the United States of America. Last Try™ makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so of their own volition at their own risk and are responsible for compliance with local law.

INDEMNITY

You agree to defend, indemnify and hold harmless Last Try™, its parent corporation, IceLounge Media Inc., its officers, directors, shareholders,  employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these TOS; (iii) your violation of any third-party right, including, without limitation, any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these TOS and your use of the Website.

ABILITY TO ACCEPT TERMS OF SERVICE

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these TOS, and to abide by and comply with these TOS. In any case, by using the Website you affirm that you are over the age of 13, as the Website is not intended for children under 13. If you are under 13 years of age, then please do not use the Website. There are lots of other great websites for you. Talk to your parents about what sites are appropriate for you.

ASSIGNMENT

These TOS, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Last Try™ without restriction.

GENERAL

You agree that: (i) the Website shall be deemed solely based in New York; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over ICELounge Media, Inc., either specific or general, in jurisdictions other than New York. These TOS shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and ICELounge Media, Inc. that arises in whole or in part from your use of the Website shall be decided exclusively by a court of competent jurisdiction located in the County of New York, New York. . These TOS, together with the Privacy Notice at http://www.LastTry.com/PrivacyPolicy and any other legal notices published by ICELounge Media, Inc. on the Website, shall constitute the entire agreement between you and ICELounge Media, Inc. concerning the Website. If any provision of these TOS is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these TOS, which shall remain in full force and effect. No waiver of any term of this these TOS shall be deemed a further or continuing waiver of such term or any other term, and ICELounge Media, Inc.'s failure to assert any right or provision under these TOS shall not constitute a waiver of such right or provision. ICELounge Media, Inc. reserves the right to amend these TOS at any time and without notice, and it is your responsibility to review these TOS for any changes. Your use of the Website following any amendment of these TOS will signify your assent to and acceptance of its revised terms. YOU AND ICELOUNGE MEDIA, INC. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE LAST TRY™ WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.