video marketing company, ( sometimes referred to herein as Company or RME ) and,

Transcription

1 This Video Distribution Agreement (this Agreement ) is entered into between Rich Media Exchange, LLC, a video marketing company, ( sometimes referred to herein as Company or RME ) and, (heretofore known also as User and Contributor ) on the date set forth below. GRANT OF LICENSE Content delivered by User to RME will be considered public content for the landing sites agreed to by both parties and will be searchable by and available to anyone who visits the client destination site. RME will not claim ownership of User s materials posted, uploaded, input or submitted to the RME site or to the client. In exchange for receiving a percentage of any advertising revenue, User s content may have ad insertions added in the form of pre-roll, roll, post-roll, flash overlay, in-player ads, or other formats based on the requirements of the online media channel. For more information on this, see the ADVERTISING section of these Terms. By posting, uploading, inputting, providing or submitting content to RME, User hereby grants to RME, during the term of this Agreement, a worldwide, revocable, non-exclusive, sub- licensable (through a single tier of distribution solely to the entity that will be displaying the content on agreed upon Web sites) license to use, reproduce, distribute, publicly perform and publicly display, that content, solely for the purpose of displaying that content on agreed upon Web sites. RME and its subcontent any logos, trademarks, attribution or embedded links, and shall include the same in any reproduction of such licensees shall not remove from User s content. This license shall apply to the distribution and the storage of content in any form, medium, or technology now known or later developed as necessary to provide the RME services as they now exist or are developed in the future. As a contributor of content, a secondary copyright license must be selected in addition to the license granted to RME and its affiliated companies and partners. This license will govern how third parties may use the content. This license shall be an "All Rights Reserved" license. RME shall only make content available to third parties in accordance with the terms and conditions of this Agreement. Content posted with RME may be removed with 48 hours written notice by either party. Deleted content will not be available to the viewing public or other RME partner users, but will remain on the RME server until a specific request to RME is made for permanent deletion of such content from the RME server. Such requests must be made in writing via to RME customer service at the following address: support@richmediaexchange.com.. When content is removed, the license will automatically expire. RME

2 cannot guarantee that content deleted from the RME servers will be deleted from the Web sites or systems of third parties. The content provider will be responsible for contacting any other web sites directly. RME cannot guarantee the outcome, action or result with respect to any such request made by User. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY The names, images and logos identifying RME are proprietary marks of RME, its associated companies and/or affiliates. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any trademark or service mark of RME, its associated companies and affiliates, or any third party unless expressly stated otherwise. Contributor shall be solely responsible for its content and the consequences of posting or publishing said content. By uploading content to RME, the Contributor affirms, represents and/or warrants that: (i) it owns, or has the necessary licenses, rights, consents, and permissions to use and authorize RME to use, all patent, trademark, trade secret, copyright or other proprietary rights to said content, including any musical recordings contained therein; and (ii) it has the written consent, release, and/or permission of each and every identifiable individual person in any uploaded video to use the name or likeness of each and every such identifiable individual person in the manner contemplated by this Agreement. If there is evidence that intellectual property rights have been violated (e.g., copyright or trademark infringement) by material available on the RME client/partner sites, the following information will be required: The nature of the complaint and an exact description of where the material is located within the site; In the case of a copyright/trademark dispute, identification of the copyrighted/trademarked work that may have been infringed and a statement that the disputed use is not authorized by the copyright/trademark owner, its agent, or the law; A contact name, position, physical and address, telephone number; A statement affirming the information is accurate and, in the case of a copyright/trademark dispute, that the contributor is the owner of the copyright/trademark involved or are authorized to act on behalf of that owner; and An electronic, to the extent authorized by Nevada Revised Statute or physical signature. It is RME s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. Any rights not expressly granted herein are reserved.

3 PASSWORD, SCREEN NAME AND SECURITY As a RME content partner, a username and/or password to access partner video syndication sites may be required. Any private information, data, or content accessibility required as content partner with RME will only be used by authorized RME, subcontractors, employees, agents and advisors, including legal advisors, as part of the process of administering content distribution, management, or analytics. This information will be kept private and confidential and will not be passed on to third parties without express, written consent. HOLD HARMLESS AND INDEMNIFICATION Contributor and RME agree to hold the other party harmless and indemnify one another, employees, agents, representatives and third-party content, distribution, advertising or other strategic partners from and against any third-party claim based on an allegation that User s content infringes the copyright or trademark of such third party, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys fees, of every kind and nature. The foregoing indemnity obligation shall be conditioned on both parties to provide one another with (i) timely notice of any claim for which indemnification is sought, (ii) sole control over the defense of settlement of such claim and (iii) reasonable cooperation in the defense of such claim. PRIVACY RME respects the privacy of its clients and takes the business trust relationship seriously. RME will not share identifiable information about a contributing partner with any third-party except as required by law, or as is necessary to fulfill its obligations under these Terms (i.e. to facilitate advertising revenue share payment). PROHIBITED CONTENT RME s vision is to promote the free-flowing exchange of expression relating to the travel industry while maintaining high standards of respect and decency. In order to attain this goal, and in addition to the other content and/or action restrictions set forth in these Terms of Use, the following content is prohibited on RME:

4 Content involving nudity, including but not limited to, nudity or partial nudity of children of any age. Content that exploits children or minors or that discloses any personally identifying information beyond a first name about persons under the age of 18. Content that disseminates personal information about another individual for malevolent purposes, including libel, slander, defamation or harassment. Content that has as its sole or primary purpose to advertise a particular product or service that, in the sole judgment of RME, does not otherwise have redeeming value. Content that is or may be deemed to be grossly offensive to the online community, including but not limited to, blatant expressions of bigotry, prejudice, racism, hatred and profanity. Content promoting or providing instructional information about illegal activities. Content depicting cruelty to animals. Copyrighted content or material used without the express permission of the owner. Content intended to abuse, harass, stalk, threaten or otherwise violate the legal rights of others (such as the rights of privacy and publicity). Content that contains software or other material protected by intellectual property laws unless the contributor owns or controls the rights thereto or has secured all necessary consents and/or licenses. Content or other material that contains viruses, corrupted files, or any other similar software or programs that may damage the operation of RME servers or another user s computer. Content that violates any applicable laws or regulations not specifically referenced herein. RME reserves the right to review materials forwarded and/or uploaded and to remove any materials in its sole discretion for any reason or no reason, at any time, with or without notice to Contributor. RME reserves the right to terminate access to any or all of the services offered by RME at any time without notice for any reason whatsoever. RME does not endorse any User-generated content or any opinion, recommendation or advice expressed therein. RME expressly disclaims any and all liability in connection with User-generated content. If notified by a User or a third party of uploaded material that allegedly does not conform to these Terms of Use, RME may investigate the allegation and determine in good faith and in its sole discretion whether to remove the contributed content. THIRD PARTY SITES RME works with online media partners that offer links to other websites. The linked sites are not under the control of RME and RME will not be responsible for the contents of any linked site, including without limitation, any link contained in a linked site, or any changes or updates to a linked site. RME will not be responsible for webcasting or any other form of transmission received from any linked site. RME will not be responsible for any damage, loss or offense caused by, or in connection with, any content, advertising, products, services or information available on online media partner websites or material. RME does not claim any legal authorization to use any trademark, trade name, logo or copyright symbol displayed in or accessible through a linked site.

5 RME disclaims all liability for any legal or other consequences (including claims for infringement of third party rights) of links made to any site on websites not affiliated with RME. WARRANTY DISCLAIMER Please note that the information, software, products and services included in, or available through, the RME website are continually being updated and upgraded. RME does not represent that they are reliable, accurate, complete, or otherwise valid. ACCORDINGLY, THE DISTRIBUTION SERVICE IS PROVIDED WITH NO WARRANTY OF ANY KIND. USE OF THE SERVICE IS AT THE CONTRIBUTOR S RISK. RME EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING ALL ONLINE MEDIA PARTNER SITES OR ITS CONTENT, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTY OF SATISFACTORY PURPOSE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY AND ACCURACY. Some states do not allow the exclusion of warranty, so the above exclusions may not apply in every circumstance. The information and other materials included on partner sites may contain inaccuracies and typographical errors. RME does not warrant the accuracy or completeness of the information and materials or the reliability of any statement or other information displayed or distributed through the site (including, without limitation, the information provided through the use of any software or any user-generated content). RME does not warrant that the distribution functions offered will be uninterrupted or error free, that defects will be corrected or that this site or the server that makes it available are free of viruses. RME does not represent the full functionality, accuracy or reliability of any material. RME may terminate, change, suspend or discontinue any aspect of its site, including the availability of any features of the site, at any time without notice or liability. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY AND/OR ITS EMPLOYEES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OF THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT WITH RESPECT TO A BREACH BY RICH MEDIA EXCHANGE OF THE LICENSE GRANTED TO YOUR CONTENT AND THE INDEMNIFICATIONS PROVIDED UNDER THE HOLD HARMLESS AND INDEMNIFICATION SECTION OR TO YOUR OBLIGATION TO INDEMNIFY RICH MEDIA EXCHANGE FOR INFRINGEMENT CLAIMS, IN NO EVENT SHALL EITHER PARTY S

6 LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1,000). Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply in every circumstance. The sole remedy to register dissatisfaction with any portion of the RME website or with any of these terms of use would be to discontinue using the RME website and services provided therein. LAW AND JURISDICTION These Terms of Use shall be governed by and construed in accordance with the laws of the State of Nevada. Disputes arising from these Terms of Use or your use of the RME distribution services shall be exclusively subject to the jurisdiction of the Courts of the State of Nevada. Any cause of action you may have with respect to your use of this site must be commenced within one (1) year after the claim or cause of action arises. MISCELLANEOUS If any of these Terms of Use or any other policies posted by RME management on the RME website should be determined to be illegal, invalid or otherwise unenforceable by reason of the law of any state or country in which these Terms of Use are intended to be effective, then, to the extent permissible, such Term of Use or policy, or portion thereof, shall be severed and deleted from the remaining terms, conditions and policies, and the remaining terms, conditions and policies shall survive and continue to be binding and enforceable. The failure of RME to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. The section headings contained in these Terms of Use are included for convenience only, and shall not limit or otherwise affect these terms and conditions. This agreement may be modified or amended on by the written agreement of the parties hereto. Please sign the copy of the agreement in the space provided as confirmation of the understanding between the contributor and RME. Return it to Rich Media Exchange via to Admin@RichMediaExchange.com, whereupon all parties will be bound to the terms of this letter of intent.

7 MEDIA CONTENT DISTRIBUTION SERVICE ATTACHMENT At the date of execution of this letter of intent, RME ("RME") will serve as a Digital Media Distribution company non-exclusively for (the "Client"). The Client and RME anticipate the following services will be attempted and/or implemented within the scope of this engagement: For this Engagement Agreement, the Client agrees to perform the following services: 1. Use Clients existing videos featuring various destinations within a state-of-the-art, intelligent streaming media video player for display on the various travel-related websites including media publications, OTA s, travel industry sites, consortium pages, and various relevant websites in exchange for an advertising revenue share. 2. The term of this agreement is for one year from the date of signing. At the end of the twelve month period, if RME and Client have not cancelled their agreement nor discussed future arrangements, Client agrees to continue working under the same distribution and compensation structures agreed to in the Video Distribution Terms document. If the Client wishes to cancel any or all services, RME must receive the request in writing via to Admin@RichMediaExchange.com 3. Client will be included in any and all various media distribution opportunities as they arise unless otherwise specified in writing. Attachment detailing requirements, timeline, and compensation structure. 4. All content delivery to RME will be at the clients expense. 5. Client agrees to compensate RME per the terms of the Subscription levels available at In the event the Client is merged with another company, a controlling interest is acquired by any entity, or there is a material change in the Client management, RME will be immediately notified. IN WITNESS WHEREOF, the Parties have executed this agreement as of the Effective Date as signed. Rich Media Exchange, LLC By Name: Kulin L. Strimbu Title: President/CEO Date: Company: By: Name: Title: Date: