Terms of Use

This website, accessible through urls www.UCBcomedy.com and
www.UCBtheatre.com (collectively with all aspects of the website,
including the UCB Embedded Player (as described below), the "Website"),
is owned by the Upright Citizens Brigade, LLC ("UCB"). For purposes of
the terms and conditions contained in this document (the "Terms of
Use"), each user of this Website may be referred to as "user" or "you".
The purpose of the Terms of Use is to set forth the terms and conditions
under which you are permitted to use the Website. Your agreement to the
Terms of Use is a condition of your visiting the Website. That is, YOU
MUST AGREE TO AND ABIDE BY THE TERMS OF USE OR YOU MAY NOT VISIT THE
WEBSITE. Please email any questions or comments you may have about the
Terms of Use or any other aspect of the Website to UCB at
support@UCBcomedy.com.

1.	Agreement to Terms of Use

	(a)	Agreement By Use.  The Terms of Use apply to all users of the
	Website, including users who contribute video content, information, and
	other materials or services on the Website. By visiting the Website, you
	signify your agreement to (i) the terms and conditions contained in this
	document, as amended from time to time (the "Terms of Use"), and (ii)
	the privacy policy found at www.UCBcomedy.com/privacy, as amended from
	time to time (the "Privacy Policy") and incorporated herein by
	reference, and such agreement is a condition to your access of the
	Website. If you do not agree to any terms in the Terms of Use or the
	Privacy Policy, you may not use the Website.

	(b)	Modifications.  UCB may, in its sole discretion and without
	notice, modify or revise the Terms of Use, the Privacy Policy and any
	other Website-related policies or agreements at any time, and you agree
	to be bound by such modifications or revisions. Each time you visit the
	Website, you are deemed to have agreed to the then current form of the
	Terms of Use, Privacy Policy and any other documents that are referred
	to herein, so please review them from time to time. Nothing in this
	Agreement shall be deemed to confer any third-party rights or benefits.

2. 	Third Party Websites.  The Website may contain links to third
party websites that are not owned or controlled by UCB. UCB has no
control over, and assumes no responsibility for, the content, privacy
policies, or practices of any such websites. In addition, UCB cannot and
will not censor or edit the content of any third party website. By using
the Website, you relieve UCB from any and all liability arising from
your use of any third party website. Accordingly, we encourage you to be
aware when you leave the Website and to read the terms and conditions
and privacy policy of each third party website that you visit.

3. 	Use of the Website. UCB hereby grants you permission to access
and use the Website as set forth in the Terms of Use, provided that:

	(a)	You will not distribute in any medium any part of the Website,
	including any material Downloaded from the Website, except as expressly
	permitted under the Terms of Use.

	(b)	You will not alter or modify any part of the Website, including
	without limitation the Embedded Player.

	(c)	You will not access Website content through any technology or
	means other than the video playback pages of the Website itself or other
	explicitly authorized means that UCB may designate.

	(d)	You agree not to use the Website for any commercial purpose,
	without UCB's prior written consent. Prohibited commercial purposes
	include any of the following actions taken without UCB's express
	approval:

		(i)	sale of access to the Website on another website;

		(ii)	the sale of advertising, on any third-party website, targeted to
		any Website content;

		(iii)	the sale of any Downloaded video or any use other than one
		expressly permitted by the Terms of Use; and

		(iv)	any use of the Website that, as determined by UCB in its sole
		discretion, uses UCB's resources with the effect of competing with or
		displacing the market for the Website and/or the Content (as defined in
		Section 4 below).

	(e)	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
	UCB server 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, UCB grants the operators of public search
	engines permission to use spiders to copy Content from the site for the
	sole purpose of, and solely to the extent necessary for, creating
	publicly available searchable indices of the Content, but not caches or
	archives of Content. UCB reserves the right to revoke these exceptions
	either generally or in specific cases. You agree not to collect or
	harvest any personally identifiable information from the Website for any
	commercial solicitation purposes. You agree not to solicit, for
	commercial purposes, any users of the Website.

	(f)	You will otherwise comply with the terms and conditions of the
	Terms of Use and all applicable local, national, and international laws
	and regulations.

	(g)	UCB reserves the rights (i) to discontinue any aspect of the
	Website, or the entire Website, at any time, and (ii) to terminate any
	user's access to the Website if it determines that such user has
	infringed any rights in the Content or otherwise breached any of the
	Terms of Use.

4.	Ownership of Content.  "Content" means the content on the Website,
including, without limitation, its text, software, scripts, graphics,
images, sounds, music, videos, the Embedded Player, interactive
features, as well as any trademarks, service marks and logos contained
in the Website. The "Embedded Player" is a media player that is
downloadable from the Website and embeddable into third party websites,
through which an audio-visual file from the Website may be accessed by
Streaming (as described below). The Content is owned by or licensed to
UCB and is subject to intellectual property rights, including copyright
and trademark rights, as well as other rights under the law.

5. 	Your Use of Content.  In addition to the general restrictions in
Section 3 above, the following restrictions and conditions apply
specifically to your use of Content:

	(a)	Content is provided "as is," and, except as expressly permitted
	by UCB, may not be downloaded (i.e., copied from the Website to your
	computer or other device), 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. UCB reserves all rights not expressly granted in and
	to the Website and the Content.

	(b)	You may access Content solely:

		(i)	for your information and personal use;

		(ii)	as intended through the Website's normal functionality;

		(iii)	with respect to certain videos, by Streaming. "Streaming" means
		a contemporaneous digital transmission of an audiovisual work via the
		Internet from the Website to a user's device in such a manner that the
		data is intended for real-time viewing and not intended to be copied,
		stored, downloaded, or redistributed by the user. Accessing
		streaming-only videos for any purpose or in any manner other than by
		Streaming is prohibited; and

		(iv)	with respect to certain videos as expressly permitted by UCB, by
		download.

	(c)	You may access Content only as permitted under this Agreement. If
	a video posted on the Website is not clearly designated as being
	available for download, you are not permitted to download it.

	(d)	You agree not to engage in the use, copying, or distribution of
	any of the Content taken from the Website other than as expressly
	permitted herein.

	(e)	You agree not to circumvent, disable or otherwise interfere with
	(i) security-related features of the Website, (ii) features that prevent
	or restrict use or copying of any Content, or (iii) features that
	enforce limitations on use of the Website or the Content.

	(f)	You understand and acknowledge that, when using the Website, you
	will be exposed to Content from a variety of sources, and that UCB is
	not responsible for the accuracy, usefulness, safety, or intellectual
	property rights of or relating to the Content. You further understand
	and acknowledge that you may be exposed to Content that is 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 UCB with respect thereto, and agree to indemnify,
	defend, release and hold harmless UCB, its affiliates, licensors,
	successors and assigns, and its and their owners/operators, officers,
	employees, contractors and agents to the fullest extent allowed by law
	regarding all matters related to your use of the Website.

6.	Downloadable Videos.  You may download from the Website certain
videos clearly designated by UCB as available for download. These videos
may be downloaded free of charge for your personal use and you may
disseminate them by email over the internet for your friends' personal
use, provided that you do not, and cause your recipients to not, (1)
charge a fee or require other consideration connected in any way with
these videos or the distribution of them, (2) reproduce these videos
other than to distribute them free of charge to friends; (3) edit these
videos to delete the credits or other notices contained therein or
otherwise alter the videos, (4) make a derivative work using, or based
on, the videos, any portion of the videos, or any elements of the
videos, including, without limitation, the soundtrack, plot, dialog and
characters, or (5) make any use of the videos except as expressly
permitted herein without the prior written consent of UCB.

7. 	Digital Millennium Copyright Act; Notice.  If you are a copyright
owner or a copyright owner's agent and believe that any 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 details):

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

	(b)	Identification of the copyrighted work claimed to have been
	infringed, or, if multiple copyrighted works on the Website are covered
	by a single notification, a representative list of such works on the
	Website;

	(c)	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 UCB to locate the material;

	(d)	Information reasonably sufficient to permit the UCB to contact
	you, such as an address, telephone number, and, if available, an email
	address;

	(e)	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

	(f)	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.

UCB's designated copyright agent to receive notifications of claimed
infringement is Mr. Alex Sidtis, 145 West 30th Street, 4th Floor, New
York, New York 10011 email: alex@ucbt.net, fax: 212.366.9230. For the
sake of clarity, only DMCA notices should go to Alex at this email
address; any other feedback, comments, requests for technical support,
and other communications should be directed to UCB customer service
through support@UCBcomedy.com.  You acknowledge that if you fail to
comply with all of the requirements of this Section 7, your DMCA notice
may not be valid.

8. 	Warranty Disclaimer.  THE WEBSITE, TOGETHER WITH THE CONTENT, IS
PROVIDED "AS IS", AND, ACCORDINGLY, YOU AGREE THAT YOUR USE OF THE
WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY
LAW, UCB, ITS AFFILIATES, SUBSIDIARUES AND RELATED ENTITIES OR ANY OF
ITS OR THEIR OWNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES,
CONTRACTORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. UCB MAKES NO
WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, COMPLETENESS, OR
USEFULNESS OF THE WEBSITE, THE CONTENT, OR THE CONTENT OF ANY WEBSITES
LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY
(I) ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES IN ANY SUCH MATERIAL,
(II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, THE CONTENT OR ANY
THIRD PARTY WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE
WEBSITE SERVER AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE
BY ANY THIRD PARTY, AND/OR (VI) 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 WEBSITE. UCB DOES NOT WARRANT, ENDORSE,
GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE
ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY THIRD
PARTY WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND UCB
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 AS APPROPRIATE.

9. 	Limitation of Liability.  IN NO EVENT SHALL UCB, ITS AFFILIATES,
SUBSIDIARIES OR RELATED ENTITIES, OR ANY OF ITS OR THEIR OWNERS,
MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, BE
LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS,
OMISSIONS, MISTAKES, OR INACCURACIES IN THE CONTENT OR THE USER
SUBMISSIONS, (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 THE WEBSITE'S SERVER[S] 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, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH
MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR
(VI) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF
ANY CONTENT OR USER SUBMISSIONS POSTED, EMAILED, TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY,
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ORNOT 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 UCB SHALL NOT BE LIABLE FOR 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 UCB from its facilities in the
United States of America. UCB 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 at their risk and are
responsible for compliance with local law.

10. 	Indemnity.  You agree to defend, indemnify, release and hold
harmless UCB, its affiliates, subsidiaries, and related entities, and
its and their owners, officers, directors, employees, agents,
consultants, successors and assigns, 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 or (ii) your violation of any term
of the Terms of Use.

11. 	Ability to Accept Terms of Use.  You affirm that (a) you are 18
years of age or older, (b) you are an emancipated minor, or (c) you
possess legal parental or guardian consent, and, therefore, that you are
fully able and competent to enter into the terms, conditions,
obligations, affirmations, representations, and warranties set forth in
the Terms of Use, and to abide by and comply with the Terms of Use. If
you are under 18 years of age, please do not use the Website.

12. 	Assignment.  The Terms of Use, and any rights and licenses
granted hereunder, may not be transferred or assigned by you, but may be
assigned by UCB without notice or restriction.

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