TinkerENG Terms and Conditions

Dated: July 17, 2017

Welcome to TinkerENG, brought to you by Advantage Business Media, LLC, a Delaware limited liability company (“ABM”). TinkerENG (tinkereng.com) is owned and operated exclusively by ABM in conjunction with its sponsors, affiliates and partners (“Partners”).

TinkerENG is a reality-based video series (the “TinkerENG Video Series”) being produced by ABM and Partners with the intent of showcasing the product ideas (“Product Ideas”) of up to 10 participants via several web-developed episodes delivered through one or more ABM media platforms.   Episodes will follow the Product Ideas through various stages of development during a participant’s participation in the TinkerENG Video Series.  The Product Ideas that are showcased may be promoted and may recieve support from ABM and its Partners, including, with respect to development, commercialization, production, licensing, and/or sale via a Crowdfunding source.

Product Ideas submitted for consideration in the TinkeENG Video Serious can be at various stages, including concepts, designs, prototypes for possible selection.

In order to be considered for participation in the TinkerENG Video Series, you must register at the TinkerENG’s Open Water site available via tinkering.com (the “TinkerENG Website”), and provide the required information to create an account and prepare an application for submission (a “Submission”) during proscribed enrollment periods.  

By making a Submission, you acknowledge and agree that you are making a Submission for purposes of being considered by ABM and Partners to be a participant in the TinkerENG Video Series and you will not receive any compensation or credit for making a Submission. BY MAKING A SUBMISSION, YOU ARE ACCEPTING AND AGREEING TO THESE TINKERENG TERMS AND CONDITIONS. You understand that your Submission is not confidential nor submitted in confidence or trust and no confidential or fiduciary relationship is intended or created by making a Submission.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE TERMS AND CONDITIONS INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

PLEASE NOTE THAT BY AGREEING TO THE TERMS AND CONDITIONS PROVIDED FOR HEREIN YOU ARE TRANSFERRING VALUABLE PROMOTIONAL AND EDITORIAL RIGHTS TO TINKERENG FOR TINKERENG’S PRODUCTION, VIDEO USE, AND POTENTIAL CROWDFUNDING.

  1. Acceptance of this Agreement.

These terms and conditions shall constitute a legally binding agreement between you and ABM (“Agreement”), that sets forth the terms and conditions you must accept before accessing the TinkerENG Website or applying for and participating in the TinkerENG Video Series. To the extent permitted by applicable law, the terms and conditions of this Agreement are subject to change by ABM at any time, without notice. The most recent version of this Agreement will be posted on the TinkerENG Website located at www.tinkereng.com, or any of the sites in ABM’s Design Engineering Group which are accessed via www.ppd.net or www.ecnmag.com, and you should regularly check for the most up–to-date version of the Agreement. Your continued use of the TinkerENG Website and participation in the TinkerENG Video Series after changes to the Agreement have become effective shall be deemed acceptance of those changes. If you do not agree to the changes, you must cease accessing the TinkerENG Website and participation in the TinkerENG Video Series.

  1. Use of the TinkerENG Website.
    1. Your account with the TinkerENG Website is for your sole, personal use. You agree that you are solely responsible for your interactions with other applicants or participants in the TinkerENG Video Series. ABM reserves the right, but has no obligation, to monitor disputes between you and other applicants or participants in the TinkerENG Video Series. Any infraction may lead to legal remedy on behalf of ABM. You may not authorize others to use your log-in credentials, and you may not assign or otherwise transfer your account to any other person or entity. You will not use the TinkerENG Website or any content contained therein in connection with any advertisement to, or solicitation of, other members to buy or sell any products or services, or to attend social functions or networking for commercial purposes. You will not transmit any chain letters or junk E-mail to other applicants or participants in the TinkerENG Video Series. You will use the TinkerENG Website in a manner consistent with any and all applicable laws and regulations. You will not use the TinkerENG Website to transmit any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, rights of privacy,  and publicity), that promotes physical harm, or that contains viruses, time bombs, trojan horses, cancelbots, worms, or other harmful or disruptive codes, malware, components or devices. You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. ABM may investigate and take any available legal action in response to any unauthorized or illegal use of the TinkerENG Website, including but not limited to, collection of usernames and email addresses of applicants or participants in the TinkerENG Video Series by electronic or other means.
    2. By accessing, using, or otherwise interacting with the TinkerENG Website, you acknowledge that you may be subject to the website terms and conditions of a third party (“Third Party Terms”). In the event of a conflict between this Agreement and any other Third Party Terms, the terms of this Agreement shall govern. Notwithstanding anything contained to the contrary herein, the terms and conditions of this Agreement shall not supersede the website terms and conditions regarding general use of ABM’s website.
  2. Eligibility Requirements.
    1. Void where prohibited. Any use of the TinkerENG Website or participation in the TinkerENG Video Series is void where prohibited. If you access the TinkerENG Website or participate in the TinkerENG Video Series from outside of the United States, you are responsible for complying with the laws and regulations of the territory from which you access the TinkerENG Website or participate in the TinkerENG Video Series.
    2. Ineligible Individuals. You acknowledge that you cannot participate in the TinkerENG Video Series and will be immediately disqualified from the TinkerENG Video Series by ABM in ABM’s sole and absolute discretion subject to the following eligibility requirements. You understand and agree that ABM reserves the right to change any of the eligibility requirements at any time.
      1. You must be a minimum of 18 years of age or older (or higher, if the age of maturity is higher in the jurisdiction in which you reside or participate from); and
      2. Neither you nor any of your immediate family members may be or has been employed, contracted by, served as an officer, director, or agent of ABM or its Partners, any entity owned, controlled or affiliated with ABM or its Partners, or any client, customer or supplier of ABM or its Partners; and
      3. You submit to a background check if requested by ABM and agree to execute all consents, authorizations, and releases in connection therewith.
    3. Verifying Eligibility. ABM reserves the right to verify your eligibility and to adjudicate on any dispute at any time. You agree to provide ABM with any proof of eligibility requested by ABM and your refusal or failure to provide such proof within ten (10) days of ABM’s request will result in your disqualification from the TinkerENG Video Series.
  3. Participation.
    1. Overview.  Subject to the eligibility criteria, anyone in the world may submit an Application for consideration of their Product Idea in the TinkerENG Video Series, except where prohibited. If selected, ABM intends to produce the TinkerENG Video Series, following your Product Idea from its original conception to completion of a prototype or funding.
    2. Submission.
      1. You must submit your Product Idea entry through the TinkerENG Website by completing an application (“Application”).   
      2. The TinkerENG Website will open for submission beginning on July 25, 2017 with a submission deadline of September 29, 2017 for Season 1 of the TinkerENG Video Series (unless extended, which ABM may do at its sole discretion).  ABM does not guarantee there will be future Seasons.
      3. You may use any media specified in the Application to present your Product Idea for Submission.
      4. You acknowledge that your submitted Product Idea may be seen by any and all users of the TinkerENG Website and/or related web-based channels including YouTube.
      5. ABM shall have the right, but not the obligation, to select a Product Idea for the TinkerENG Video Series.
      6. You understand that the TinkerENG Entities are diversified companies who may possess or come to possess information similar or identical to information contained in your submission, and you agree that any such similarity or identity shall not give rise to any claim or entitlement, whether for compensation, credit or otherwise. By making a Submission, you hereby release the TinkerENG Entities and their respective directors, officers, shareholders, employees, licensees, assigns and successors from any and all claims relating to your Submission, including without limitation arising from the risk of misdirection or misdelivery of your email.
    3. Modification. ABM may cancel or modify the structure, location, and times of the TinkerENG Video Series at any time.  Without limitation, in the event there is a low level of interest, production costs exceed budget, Partners discontinue their involvement, or insufficient number of Product Ideas were provided for consideration during the enrollment period may result in the modification or cancellation of the TinkerENG Video Web Series.  Under no circumstances would any application or participant be compensated or reimbursed in the case of such modification or cancellation. 
    4. Voluntary Participation. You acknowledge that your participation in the TinkerENG Video Series is voluntary and you have the right to cease participation at any time without penalty, subject to providing ABM with ten (10) business days’ prior written notice.
  4. Selection Process.
    1. Criteria. ABM, in ABM’s sole and absolute discretion, intends to choose ten (10) Product Ideas (a “Selected Product”), to include in the TinkerENG Video Series using a variety of  criteria, including but not limited to the following:
      1. Feasibility of your Product Idea to be manufactured using readily available technology;
      2. Cost of your Product Idea cannot exceed an MSRP of $500.00 or be less than $50.00.
      3. Your ability to reliably guide the development of the Product Idea.
      4. The prototype of your Product Idea must be small enough to be filmed and shown in the TinkerENG Video Series.
      5. You should be able to provide evidentiary support that you are the sole owner of the Product Idea and any intellectual property therein, and that no third party may have a claim to the Product Idea and that the Product Idea will not infringe or violate the intellectual property of any third person or entity.
      6. Your submitted Product Idea does not have to be in the form of an original prototype and it is not required that it be a finished product.
      7. The Product Idea must have recognized market validation.
      8. Development of the Product Idea cannot be prohibitively expensive.
      9. The Product Idea cannot replicate another product and must be original.
      10. You should avoid saturated markets.
      11. The Product Idea shall not be used for illegal activities, and shall not be lewd activities, drugs or firearms or anything related thereto.
      12. Video submission of your Product Idea is strongly suggested.

Although there is no restriction on subject matter, preference shall be given to those Submissions in the electronics industry.  The criteria for selection is entirely determined by ABM, who may change the criteria in its sole discretion.

    1. Notice of Selection. ABM will notify you via electronic mail to the e-mail address provided in your Application if your Product Idea is a Selected Product.
    2. Product Idea is Not Selected. If your Product Idea is not selected in one enrollment period of the TinkerENG Video Series, you may resubmit the same Product Idea a subsequent enrollment period of the TinkerENG Video Series, if any.  Only one identifying contract record may be used per Application and ABM reserves the right to reject multiple entries from the same individual.
    3. THE SELECTION AND PARTICIPATION OF ANY PRODUCT IDEA IS SUBJECT TO ABM'S SOLE AND ABSOLUTE DISCRETION AND ABM RESERVES THE RIGHT, FOR ANY OR NO REASON, TO (I) REJECT ANY SUBMITTED PRODUCT IDEA OR SELECTED PRODUCT, (II) REFUSE TO USE ANY SUBMITTED PRODUCT IDEA IN THE TINKERENG VIDEO SERIES, (III) DISCONTINUE THE PARTICIPATION IN THE TINKERING VIDEO SERIES AND ANY SUPPORT AND PROMOTION THEREOF.
  1. TinkerENG Video Series.
    1. Overview. Selected Products and their creators are invited to participate in a TinkerENG Video Series that is intended to follow the development, commercialization, production, licensing, and/or sale via a Crowdfunding source of up to 10 Selected Products per season.
    2. Voluntary Participation. Participation in the TinkerENG Video Series is voluntary.  If you have a Selected Product and choose to participate, you may attend onsite filming of the TinkerENG Video Series, when available, agree to appear on the TinkerENG Video Series by using the Google Hangout platform, or participate via other methods we accept. Your participation is at your own cost, and there is no travel or equipment subsidy.
    3. Creative Control.
      1. ABM shall retain one hundred percent (100%) control over all creative phases of the TinkerENG Video Series, including but not limited to, the way in which the TinkerENG Video Series is marketed and publicized. ABM shall have the right to edit, revise and adapt the content of the TinkerENG Video Series.
      2. You hereby waive any right that you may have to inspect or approve the TinkerENG Video Series or any advertising, marketing or promotional materials that may be used in connection therewith. In no event will you have the right to terminate the rights granted to ABM hereunder or to enjoin, restrain, or otherwise interfere with the development, production, distribution or other exploitation of the TinkerENG Video Series.
  2. Disqualification. You may be disqualified from the TinkerENG Video Series by ABM in ABM’s sole and absolute discretion, and immediately cease participation in the TinkerENG Video Series, if any of the following occur:
    1. Providing false information about yourself in the Application or during the TinkerENG Video Series concerning your eligibility.
    2. Breaching or refusing to comply with this Agreement.
    3. Tampering or interfering with administration of the TinkerENG Video Series or with the ability of others to participate in the TinkerENG Video Series.
    4. Your Product Idea cannot reasonably be made into a prototype, or you fail to secure funding.
    5. You submit content that (1) violates the rights of a third party; (2) is lewd, obscene, or otherwise inappropriate to the TinkerENG Video Series; or (3) violates any applicable law.
    6. In the event you transfer ownership to another party, and/or no longer have the right to the Product Idea at any time during the TinkerENG Video Series.
    7. You make any remarks, statements, comments or criticisms that disparage, call into disrepute, defame, slander or which can be reasonably be construed to be derogatory or critical of, or negative toward ABM, or the TinkerENG Video Series, that may be detrimental to the good name or business reputation of ABM.
  3. Grant of Rights.
    1. You hereby grant ABM and each of ABM’s respective employees, contractors, agents, representatives, officers, directors, assignees, designees, licensees, and Partners the following:
      1. the right, but not the obligation, to use and authorize third parties the right to use your name, photograph, likeness, biographical material and voice (collectively, “Likeness”) by any means in and in connection with the production, distribution, advertising, publicity, promotion, and other exploitation of all versions and formats of the TinkerENG Video Series now known or hereafter devised;
      2. the absolute and irrevocable right and permission (but not the obligation) to photograph, film, tape and otherwise visually, audio visually and/or by audio means, record the Product Idea, including without limitation, any names, logos, artwork, packaging, copyrights, trademarks and service marks related thereto (“Product Idea Intellectual Property”), and do hereby grant to ABM and ABM’s representatives, distributors, agents, employees, successors, licensees and assigns the full and irrevocable right to use, photograph, reproduce, manipulate, edit and incorporate the Product Idea Intellectual Property in connection with the TinkerENG Video Series;
      3. All rights of every kind and character whatsoever, whether now known or hereafter devised, throughout the universe in and to any and all footage, tapes and other recordings taped, filmed, photographed, recorded or otherwise produced by ABM hereunder depicting me, the Product Idea, the Product Idea Intellectual Property and any performances or actions made by you (the “Series Material”). you acknowledge that ABM shall be the sole author and copyright owner of the Series Material for all purposes throughout the universe in perpetuity;
      4. If you participate in an onsite filming of the TinkerENG Video Series, you give permission to ABM to make and have made audio, visual, and audiovisual recordings (in any format or media) of you while you are participating in the TinkerENG Video Series and grant ABM an unrestricted, sublicensable, transferable, perpetual, irrevocable, worldwide, free license to use the such recording to promote the TinkerENG Video Series. You waive all rights, including any right of prior approval, and release ABM and ABM’s agents from, and will neither sue nor bring any proceeding against ABM or ABM’s agents for, any claim or cause of action, whether now known or unknown, for defamation, copyright infringement, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the use and exploitation of the TinkerENG Video Series;
      5. You understand, acknowledge and agree that ABM may exercise any aspect of the foregoing granted rights without review by, compensation to, or approval by you or any other party, except as prohibited by law;
      6. You grant the rights hereunder whether or not you are selected to participate as a contestant in the TinkerENG Video Series in any manner whatsoever. You hereby release ABM from any and all liability arising out of ABM’s use of the Likeness, the Product Idea, the Product Idea Intellectual Property and/or the TinkerENG Video Series Material, and you agree not to make any claim against ABM as a result of the recording or use of Likeness, the Product Idea, the Product Idea Intellectual Property and/or the Series Material (including, without limitation, any claim that such use invades any right of privacy and/or publicity and/or any claims based on defamation, libel and/or false light and/or copyright, trademark or patent infringement).
    2. Subject to the rights granted to ABM in subsections (a)(i)-(vi) above, you expressly acknowledge that you retain all rights in, and remain the legal owner of, all information within your Application, all intellectual property rights, including without limitation, any patents, trademarks or copyrights in the Product Idea and the Product Idea Intellectual Property. Accordingly, you hereby acknowledge and agree that by participating in the TinkerENG Video Series, you do not transfer any ownership or intellectual property interest or title in and to the Product Idea to ABM. You shall have the exclusive right to all funding and revenue from the sale of your Product Idea.
    3. TinkerENG and other ABM product names, brands, graphics, logos, designs, page headers, button icons, scripts and service names used by ABM to identify the TinkerENG Video Series, TinkerENG Website and/or other services and/or products owned by ABM are the property of ABM (the “ABM IP”). You shall not use ABM IP in connection with any product or service or in any manner whatsoever without the prior written consent of ABM.
  4. Representations and Warranties. You  hereby represent and warrant to ABM that:
    1. you have the right, power and authority to enter into this Agreement and to fully perform the terms hereof, and you are not under any liability, restriction or prohibition in respect of your right to enter into and perform this Agreement;
    2. you own and control all rights in and to the Product Idea and any other idea, product, invention, service or business that you desire to present as part of your participation in the TinkerENG Video Series, and your Product Idea does not and will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party;
    3. the consent of no other person, firm, corporation or labor organization is required to participate in the TinkerENG Video Series, or to enable ABM to use the Likeness, Product Idea, and Product Idea Intellectual Property, as described herein;
    4. your participation in the TinkerENG Video Series and the Submission of your Product Idea does not violate the terms of any agreement with any third party, including but not limited to, any employer;  
    5. resources of your employer were not used in connection with your participation in the TinkerENG Video Series or the Submission of your Product Idea; 
    6. ABM’s use of the Likeness, Product Idea, and Product Idea Intellectual Property hereunder will not violate the rights of any third party;
    7. ABM shall have the right to use the Likeness, Product Idea, Product Idea Intellectual Property, and the Series Material free and clear of any claims for royalties, residuals or other compensation, either by virtue of this Agreement or any guild or union agreement, which you acknowledge does not govern your relationship with ABM;
    8. you have answered all questionnaire and Application questions completely, honestly and accurately, and you acknowledge that if any of the foregoing information is found to be false, that this will be grounds for your disqualification from the TinkerENG Video Series, if selected;
    9. you further understand and acknowledge that you may be required to enter into further agreements, or execute additional releases and authorizations with ABM relating to your participation in the TinkerENG Video Series;
  5. Privacy.

ABM will use the information you provide in your Application and in any subsequent communications to administer the TinkerENG Video Series (including verifying your eligibility to participate in the TinkerENG Video Series). This data may be transferred into the United States and will be maintained in accordance with ABM’s Privacy Policy which may be found here https://www.advantagemedia.com/privacy-policy.  In the event of any conflict between the Privacy Policy and this Agreement with respect to the use of the TinkerENG Website, any Application or Submission, or participation in the TinkerENG Video Series, the terms and conditions of this Agreement shall control.

  1. Confidentiality.

Without the express prior written consent of ABM, you shall not at any time, reveal, report, publish or disclose any information or trade secrets obtained or learned by you about the TinkerENG Video Series, including, without limitation, any information concerning or relating to the TinkerENG Video Series, the participants, the events contained in the TinkerENG Video Series, any ideas, products, inventions, services or businesses presented by any participant in connection with the TinkerENG Video Series or the outcome of the TinkerENG Video Series or any episode or presentation associated with the TinkerENG Video Series (collectively, “Confidential Information”). This confidentiality obligation shall remain in place whether or not you are selected to participate in the TinkerENG Video Series, and shall continue both before, during and after your participation in the TinkerENG Video Series and shall continue regardless of whether or not an episode of the TinkerENG Video Series has been broadcast which may include some or all of the Confidential Information. You further agree that any Confidential Information of which you become aware will only be used for the express and exclusive purposes for which ABM has instructed you to use the Confidential Information.

  1. Advertising and Marketing Revenue.

All advertising, promotional and marketing revenues generated with respect to TinkerENG Video Series are the sole property of ABM. You may not use your Product Idea, your status as a participant in the TinkerENG Video Series, or your Likeness to sell any competitive advertising, promotional or marketing material for revenue or other compensation without the express prior written consent of ABM.

  1. No Warranty of Success; No Economic Commitment.

For the avoidance of doubt, nothing contained in this Agreement shall be construed as a warranty or guarantee on the part of ABM that any successful commercial results will be obtained by you as a result of your participation in the TinkerENG Video Series. ABM makes no economic commitment to you, your Product Idea, or your Selected Product. Nothing herein shall be construed as a guarantee of payment of any kind to you from ABM. Your participation in the TinkerENG Video Series and submission of your Product Idea is at your own cost, and there is no subsidy.  

  1. General Release.

To the maximum extent permitted by law, you, your heirs, next of kin, spouse, guardians, legal representatives, executors, administrators, successors and assigns (collectively “Releasing Parties”) hereby irrevocably and unconditionally release and covenant not to sue ABM, ABM’s respective parent, subsidiary, affiliated and related entities, their successors, licensees, assigns, and their respective directors, officers, shareholders, members, employees, agents and representatives (collectively “Releasees”) from any and all claims, actions, damages, liabilities, losses, costs and expenses of any kind (including, without limitation, attorneys’ fees) (collectively “Claims”) arising out of, resulting from, or by reason of your application for and/or participation in or in connection with the Application, TinkerENG Website, and/or TinkerENG Video Series, including, without limitation, any travel you undertake in connection with your participation in the TinkerENG Video Series, any exploitation, distribution, exhibition, advertising and/or promotion of the TinkerENG Video Series or your appearance on the TinkerENG Video Series, any disclosure of your Product Idea, invention, service or business, the failure of ABM to select you as a participant, the cancellation of the TinkerENG Video Series, the entry into or breach of any agreement between any crowdfunding source and you (whether during or after the production of the TinkerENG Video Series), or the exercise by ABM or anyone else of any rights granted by you under this Agreement, on any legal theory whatsoever (including without limitation personal injury, property damage, violation of privacy and publicity rights, false light, defamation, intentional or negligent infliction of emotional distress, products liability, breach of express or implied contract, breach of any statutory or other duty of care owed under applicable laws, infringement of copyright, trademark or patent, loss, limitation or reduction of any intellectual property rights and loss of earnings or potential earnings).

  1. Not an Offer or Contract of Employment.

You acknowledge that no confidential, fiduciary, agency or other relationship or implied-in-fact contract now exists between you and ABM and that no such relationship is established by your Submission of an Application to the TinkerENG Video Series. You understand and agree that nothing in this Agreement, any rules, or a Submission into the TinkerENG Video Series may be construed as an offer or contract of employment with ABM.

  1. Indemnity.

To the fullest extent permitted by applicable law, you shall irrevocably indemnify and hold free and harmless ABM and ABM’s parent, affiliates, divisions, successors, licensees and assigns and/or the officers, directors and employees of any of the foregoing (collectively, “ABM Indemnitees”) from and against any and all liabilities, obligations, claims, demands, causes of action, losses, expenses, damages, fines, and costs of any kind (including anticipated and actual court costs and attorneys’ fees) arising out of, based upon, or occasioned by or in connection with, any act or omission by you, or any inconsistency with, failure of or breach or threatened breach by you of any warranty, representation, agreement, undertaking or covenant contained in this Agreement including any claim, demand or action in connection with the foregoing. ABM shall have the right, without your consent, to settle any claim to which the foregoing indemnity applies. In addition, ABM shall give you notice of any third-party claim, demand or action to which the foregoing indemnity applies and you shall have the right to participate in the defense of any such claim, demand or action through counsel of your own choice and at your expense; provide that, ABM shall have the right at all times, in ABM’s sole discretion, to retain or resume control of the defense thereof.

  1. Arbitration.

Any dispute regarding the enforceability of this Agreement, including actions where this Agreement is an asserted defense to a claim or cause of action, shall be resolved through binding arbitration. The arbitration panel shall consist of three certified arbitrators, one appointed by the plaintiff, one appointed by the defendant, and the third appointed by agreement of the two already-appointed arbitrators. Arbitration awards may be enforced in any court of competent jurisdiction. The provisions of this paragraph shall be governed by the provisions of the Federal Arbitration Act, 9 U.S.C. §1, et seq., and shall survive settlement. The rules governing arbitration are different than those in court. Arbitration does not involve a judge or jury and review is limited, but an arbitrator can award the same damages as a court. The prevailing party in such action shall be awarded reasonable attorney fees and costs.

  1. Governing Law.

This Agreement will be governed by and construed and interpreted in accordance with the laws of the State of New Jersey, irrespective of any choice of laws principles. All proceeding or disputes hereunder shall be located and venued before a court of competent jurisdiction in the State of New Jersey.

  1. Severability; Assignment. Without limiting the foregoing, any provision of this Agreement that is invalid, illegal, or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. ABM may freely assign, in whole or in party, any of ABM’s rights or obligations under this Agreement. You may not assign any of your rights or obligations under this Agreement without ABM’s prior written consent.
  2. Disclaimer.
    1. THE TINKERENG WEBSITE AND ALL CONTENT IS PROVIDED ON AN "AS IS" BASIS. ABM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED), INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ABM IS NOT RESPONSIBLE FOR ANY INCOMPLETE, FAILED, OR DELAYED TRANSMISSION OF YOUR APPLICATION INFORMATION OR SUBMISSION DUE TO THE INTERNET, INCLUDING INTERRUPTION OR DELAYS CAUSED BY EQUIPMENT OR SOFTWARE MALFUNCTION OR OTHER TECHNICAL PROBLEMS.
    2. ABM DISCLAIMS ALL RESPONSIBILITY FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR INFRINGEMENT UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. You agree to indemnify, defend and hold harmless TinkerENG and ABM, its subsidiaries, affiliates, officers, directors, employees, consultants and agents, if any, from any and all third-party claims, liability, damages and costs (including, but not limited to, attorneys' fees) due to or arising from your infringement of any intellectual property or other right of any person or entity.
    3. THE TINKERENG WEBSITE MAY CONTAIN, AND ABM AND THIRD PARTIES MAY PROVIDE, ADVERTISEMENTS AND PROMOTIONS OFFERED BY THIRD PARTIES AND LINKS TO OTHER WEB SITES OR RESOURCES. YOU ACKNOWLEDGE AND AGREE THAT ABM IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL WEBSITES OR RESOURCES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, INFORMATION, STATEMENTS, ADVERTISING, GOODS OR SERVICES, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH WEBSITES OR RESOURCES. YOUR CORRESPONDENCE OR BUSINESS DEALINGS WITH, OR PARTICIPATION IN PROMOTIONS OF THIRD PARTIES FOUND IN OR THROUGH THE TINKERENG WEBSITE, INCLUDING PAYMENT AND DELIVERY OF RELATED GOODS OR SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ABM SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF, OR RELIANCE UPON, ANY SUCH CONTENT, INFORMATION, STATEMENTS, ADVERTISING, GOODS OR SERVICES OR OTHER MATERIALS AVAILABLE ON OR THROUGH ANY SUCH WEBSITE OR RESOURCE.
    4. ANY AND ALL MATERIALS YOU SUBMIT TO ABM IN CONNECTION WITH THE PRODUCT IDEA, INCLUDING PHYSICAL PROTOTYPES, SHALL BE DONE SO AT YOUR OWN RISK, ABM SHALL NOT BE RESPONSIBLE FOR DAMAGE THERETO, AND SUCH MATERIALS OR PROTOTYPES MAY NOT BE RETURNED.
    5. IN NO EVENT SHALL ABM OR ANY OF ABM’S SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE COMPETITION, VIDEO TINKERENG VIDEO SERIES OR THE TINKERENG WEBSITE (INCLUDING WITHOUT LIMITATION ITS MODIFICATION OR TERMINATION), YOUR ACCOUNT (INCLUDING WITHOUT LIMITATION ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT ABM MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL ABM’S CUMULATIVE LIABILITY TO YOU FOR DAMAGES OF ANY KIND OR NATURE EXCEED ONE HUNDRED DOLLARS (U.S. $100.00).
    6. YOU UNDERSTAND THAT THIS IS AN IMPORTANT LEGAL DOCUMENT. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE BEEN ADVISED OF YOUR RIGHT TO RETAIN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT, AND THAT YOU HAVE EITHER RETAINED AND HAVE BEEN REPRESENTED BY SUCH LEGAL COUNSEL OR HAVE KNOWINGLY AND VOLUNTARILY WAIVED YOUR RIGHT TO SUCH LEGAL COUNSEL AND DESIRE TO ENTER THIS AGREEMENT WITHOUT THE BENEFIT OF INDEPENDENT LEGAL REPRESENTATION.