TERMS & CONDITIONS

ShowRights, Inc. Terms and Conditions of Use

PLEASE READ THESE TERMS AND CONDITIONS OF USE ("TERMS") CAREFULLY. THESE TERMS CONSTITUTE A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR," OR "YOURSELF") AS THE USER OF THIS WEBSITE ("SITE") AND SHOWRIGHTS, INC. ("SHOWRIGHTS", "WE," "OUR," OR "US") AND GOVERN YOUR USE OF THE SITE AND/OR THE SERVICES ("SERVICES") WE PROVIDE. BY ACCESSING THE SITE AND/OR REGISTERING FOR OR OTHERWISE USING ANY SERVICES IN ANY MANNER WHATSOEVER YOU ARE CONSENTING TO BECOME A PARTY TO THESE TERMS AND AGEEING TO BE BOUND BY AND COMPLY WITH SUCH TERMS AND BY ALL OTHER TERMS, POLICIES AND GUIDELINES INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS SITE OR ANY SERVICES.

By using this Site or any Services, you represent and warrant that you are over the age of 18 and are lawfully able to accept these Terms. If you are using this Site or any Services on behalf of any entity, you further represent and warrant that you are authorized to accept these Terms on such entity's behalf, and that such entity agrees to indemnify us for violations of these Terms. These Terms are separate from and do not alter in any way the terms or conditions of any separate agreement you may have or enter into with any licensor ("Licensor") or licensee ("Licensee") of Content (as defined below) registered with us; provided, however, that, to the extent that the terms of any such agreement are inconsistent with these Terms with respect to any rights or obligations of ShowRights, these Terms shall control.

Privacy Policy

We are committed to protecting your privacy and ensuring your understanding of how we collect and use your private information. Please refer to our Privacy Policy for information on how we collect, use and disclose personal information.

Ownership of the Site and its Contents

This Site is owned by ShowRights. Unless otherwise indicated, all of the content featured, displayed or available for license on this Site including, but not limited to any media properties or any other text, graphics, data, images, moving images, sound and illustrations (collectively, "Content") is owned by ShowRights, Licensors registered with us or other third parties. All elements of this Site, including the Content, are protected by copyright, trademark and other laws relating to the protection of intellectual property.

Registering with ShowRights

The Services we offer include providing access to a web enabled marketplace through which Licensors may license to Licensees rights to use Content such Licensors own or have rights to. In order to become a Licensor or Licensee of Content or otherwise use any Services we provide, you must first register with us and pay all fees that may be associated with such registration. In consideration of your use of this Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration process (such information being referred to herein as the "Registration Information"); (b) maintain and promptly update your Registration Information and any other information you provide to us in order to keep it accurate, current and complete; (c) maintain the security of your identification and password in connection with your account (collectively referred to herein as your "Identification"); (d) notify us immediately of any unauthorized use of your account, your Identification or any other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to your Registration Information and any other information you provide to us including, without limitation, Personally Identifiable Information (as such term is defined in our Privacy Policy). You acknowledge that the complete privacy of your data and messages transmitted while using this Site cannot be guaranteed.

Use of the Site, Content and Services

This Site, any Content available through this Site and any Services we provide are intended only for registered users. You may not use this Site, any Content or any Services for any purpose not related to your business with us or other users registered with us. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of this Site or any Content without, or in violation of, a written license or agreement with us or a Licensor registered with us; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying this Site or any Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Services if you are not expressly authorized by such party to do so; and (e) using this Site or any Content or Services other than for their intended purpose.

You may not, nor may you allow others to use your Identification, directly or indirectly to upload, distribute, transmit, communicate, link to, publish or access any data, information or material through the use of, or otherwise in connection with, this Site that: (a) is libelous, defamatory, vulgar or obscene, pornographic, harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress or distress to another or is likely to deter or discourage others from using this Site; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct.

You also may not use, nor allow others to use, your Identification, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify this Site or any information, data or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on us or anyone else; and/or (c) collect or attempt to collect any information from others including, without limitation, Personally Identifiable Information, without such party's prior written consent.

You represent and warrant that you will comply with all applicable local, state and federal laws, statutes, rules and regulations, as well as any international treaties which are applicable to your use of this Site, your use of any Services or the licensing (whether in the capacity of a Licensor or a Licensee) of any Content including, without limitation, those relating to copyrights and trademark, the Internet, data, email, privacy, publicity, communications, and the transmission of technical data exported from the United States or the country in which you reside.

Our Right to Remove and/or Block Inappropriate or Infringing Content

We reserve the right, in our sole discretion and without prior notice, to remove and/or block any Content uploaded, distributed, transmitted, communicated, published or otherwise offered for license through the Site which we determine (a) is libelous, defamatory, vulgar or obscene, pornographic, harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress or distress to another or is likely to deter or discourage others from using this Site; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others.

We do not endorse any Content uploaded, distributed, transmitted, communicated, published or otherwise offered for license through the Site by any Licensor, Licensee or other third party and we expressly disclaim any and all liability in connection with such Content.

Third Party Content Licenses

If you are a Licensor who utilizes the Site and/or our Services to license Content to any Licensee other than ShowRights (a "Third Party Content License"), you hereby represent and warrant to us that you are authorized and have the right to license such Content pursuant to the terms of any such Third Party Content License and that the licensing of such Content under any such Third Party Content License will not infringe upon or misappropriate the intellectual property rights of any third party. You further acknowledge and agree that, unless otherwise agreed to in writing by an authorized ShowRights representative, (a) ShowRights is not a party to any such Third Party Content License; (b) any such Third Party Content License shall constitute an agreement solely between you and the applicable Licensee; (c) ShowRights shall have no obligation to monitor compliance with, or enforce the terms of, any such Third Party Content License; (d) ShowRights will not be liable for any Damages (as defined in the Section below entitled "Indemnity") you may incur as a result of the breach by any Licensee of the terms of any such Third Party Content License; and (e) you will hold ShowRights harmless from and indemnify us against any Damages we may incur as a result of your breach of any such Third Party Content License.

If you are a Licensee who utilizes the Site and/or our Services to license Content from a Licensor pursuant a Third Party Content License, you hereby acknowledge and agree that, unless otherwise agreed to in writing by us, (a) ShowRights is not a party to any such Third Party Content License; (b) any such Third Party Content License shall constitute an agreement solely between you and the applicable Licensor; (c) ShowRights shall have no obligation to monitor compliance with, or enforce the terms of, any such Third Party Content License; (d) ShowRights will not be liable for any Damages you may incur as a result of the breach by the Licensor of the terms of such Third Party Content License (including, without limitation, the breach of any representation or warranty of such Licensor regarding Licensor?s rights to the Content licensed pursuant thereto); and (e) you will hold ShowRights harmless from and indemnify us against any Damages we may incur as a result of your breach of any such Third Party Content License or your use of any Content licensed thereunder.

Use of Form License Agreements

From time-to-time we may make certain form agreements available to Licensors and Licensees for use in documenting a Third Party Content License. In the event you (either as a Licensor or as a Licensee) elect to use any such form in connection with any Third Party Content License, you hereby agree that such form is made available to you on an "as-is, where-is" basis and that we make no representation or warranty as to the completeness of such form or the adequacy of such form for any Third Party Content License transaction in which you may elect to utilize it. You further agree that we will have no liability as a result of your use of any such form and that you will hold us harmless from and indemnify us against any Damages we may incur as a result of such use.

Grant of Content License to ShowRights

In connection with your use of the Site and/or any Services as a Licensor, you hereby grant ShowRights a non-exclusive, worldwide, perpetual, irrevocable, royalty free right to use any Content you upload to or make available through the Site for the limited purpose of permitting us to operate the Site and perform Services on your behalf.

Copyright Infringement Policy

We do not permit conduct on the Site that infringes upon another party?s copyrights or other intellectual property rights. Accordingly, pursuant to applicable laws, we have adopted a policy of, in appropriate circumstances and at our sole discretion, (a) removing Content if properly notified that such Content infringes another party?s intellectual property rights and (b) terminating the accounts of users who infringe the another?s intellectual property rights.

If you believe that any Content on this Site infringes upon any copyright or other intellectual property rights that you own or control, you may file a notification of such infringement at the following address:

Copyright Agent ShowRights, Inc. [P.O. Box # to Come] Attn: Chief Operating Officer Phone: (949) 973-2339 Fax: (949) 487-4885 Email: copyright@showrights.com

We may give notice of a claim of infringement by means of a general notice on this Site, electronic mail to a user's email address, or by written communication sent by first-class mail to a user's physical address.

Modification of the Terms

We may add, delete or modify any of the aspects of the Site, the Services and/or any of these Terms at any time in our sole discretion. All such changes will automatically take effect 15 days after they are initially posted on this Site ("Effective Date"). We will notify you of such changes by posting a notice on our home page or by sending you an email. If any modification is unacceptable to you, you must stop using the Site and any Services. Your continued use of this Site following the Effective Date will constitute your binding acceptance of and agreement to be bound by any such changes.

Technological and Other Limitations

We will make reasonable efforts to keep this Site operational; however, certain technical difficulties, routine Site maintenance or upgrades and other events outside our control may, from time to time, result in temporary interruptions. Furthermore, we reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of this Site with or without notice. You agree that we shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to this Site. The Content offered on this Site from Licensors and other third parties may be available only for fixed periods of time and, sometimes, for limited territories. Additionally, we are sometimes required to pull certain Content off this Site for legal reasons. Therefore, certain Content offered or advertised by us may not be available when you try to license such Content, and not all Content is available in all countries or areas.

Fees for Services and Payments

The fees and methods of billing and payment for our Services vary based upon the particular Services selected by each user of the Site. When you register with us, you will have the opportunity to review and accept the fees and methods of billing and payment that apply to the particular Services you have selected. We reserve the right to change our fees and/or methods of billing and payment from time-to-time and any such changes will be effective following notice to you (which we may provide either by emailing you directly or by posting such notice on the Site). Your continued use of this Site following the effective date of a change to such fees and/or billing and payment methods shall constitute your acceptance of any such changes. Subject to our right to change our fees, if you are receiving any Services on a subscription basis your subscription will continue automatically at the fee rate applicable to such subscription based Services unless you elect to modify the subscription-based Services you have selected or you or we elect to terminate such Services.

The fees for use of the Services you have selected will be billed and collected according to the billing and payment method you select during the registration process for the applicable Service. You agree to pay or have paid all fees and charges incurred in connection with the Services (including any applicable taxes) you select at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. If you are billed for Services by invoice and we do not receive payment of the full amount of such invoice within 30 days of the invoice date, a late payment charge of 1.5% per month (or the highest amount allowed by applicable law, whichever is lower) may be added to your account balance and immediately become due and payable. Unless you notify us of any discrepancies within 10 days after the date of an invoice, all charges subject to such invoice will be deemed accepted by you for all purposes including, without limitation, resolution of inquiries made by your credit card issuer. You hereby release us from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to us within 30 days of its first appearance on an invoice or credit card statement.

You agree to pay us all reasonable attorney's fees and costs we incur collecting any past due amounts. Your account may be deactivated without further notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within 30 days of cancellation or termination of your account.

If you have any questions regarding your account or the billing of Services, please contact our billing department through the "contact us" section of this Site.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT YOUR ACCESS TO AND/OR USE OF THIS SITE AND ANY SERVICES PROVIDED BY US IS AT YOUR SOLE RISK. SUCH SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS SITE, ALL SERVICES OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PROPERTIES, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED OR AVAILABLE THROUGH THIS SITE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SITE OR ANY SERVICES PROVIDED BY US WILL MEET YOUR REQUIREMENTS AND/OR THAT YOUR ACCESS TO AND USE OF SUCH SITE AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

YOU WILL NOT HOLD US, OUR AGENTS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS (COLLECTIVELY, "INDEMNIFIED PARTIES") RESPONSIBLE FOR OTHER USERS? ACTIONS OR INACTIONS ON THIS SITE OR IN CONNECTION WITH ANY SERVICES. BY USING THIS SITE AND/OR ANY SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT WE ARE NOT A PARTY TO THE ANY TRANSACTION BETWEEN ANY LICENSOR AND LICENSEE, AND WE DO NOT GUARANTY THE QUALITY, SAFETY OR LEGALITY OF CONTENT LISTED FOR LICENSE ON THIS SITE, THE TRUTH OR ACCURACY OF ANY CONTENT LISTINGS, THE ABILITY OR LEGAL RIGHT OF LICENSORS TO LICENSE CONTENT LEGALLY, THE ABILITY OR LEGAL RIGHT OF LICENSEES TO LICENSE SUCH CONTENT, OR THAT A LICENSOR OR LICENSEE WILL ACTUALLY COMPLETE A TRANSACTION. FURTHERMORE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE INDEMNIFIED PARTIES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR USE OF THE SERVICES OFFERED BY US OR IN CONNECTION WITH YOUR AGREEMENTS WITH LICENSORS, LICENSEES OR ANY OTHER THIRD PARTIES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT ANY INDEMNIFIED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

REGARDLESS OF THE FOREGOING PARAGRAPH, IF ANY OF THE INDEMNIFIED PARTIES ARE FOUND TO BE LIABLE, THE INDEMNIFIED PARTIES? LIABILITY TO YOU OR TO ANY THIRD PARTY SHALL BE LIMITED AN AMOUNT EQUAL TO THE TOTAL FEES (IN U.S. DOLLARS) YOU PAID TO SHOWRIGHTS IN THE 12 MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE CLAIM OF LIABILITY.

Release

If you have a dispute with one or more users registered with this Site, you release the Indemnified Parties from all Damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code ? 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Indemnity

In addition to any indemnification obligation set forth elsewhere in these Terms, you agree to defend, indemnify and hold the Indemnified Parties harmless against any losses, expenses, costs or damages (including our reasonable attorneys? fees, experts? fees and other reasonable costs of litigation or proceedings) (collectively, "Damages") arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, these Terms; (b) your use of this Site or any Services; (c) the use of this Site or any Services by any other party using your Identification; (d) your actions or inactions with respect to your agreements or interactions with any third parties, whether or not such parties are other users of this Site; and/or (e) your licensing or use of any Content. We may, in our sole and absolute discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end. Choice of Law and Consent to Jurisdiction

These Terms are governed by the laws of the State of California, U.S.A., without regard to conflicts of law provisions; and you hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in Orange County, California, U.S.A. with respect to all disputes arising out of or relating to this Site, any Services provided by us and/or these Terms.

Termination

Notwithstanding anything to the contrary contained herein, we reserve the right, without notice and in our sole and absolute discretion, to terminate, restrict or suspend your account and/or to block your use of this Site. Note that any termination, restriction, or suspension of your account will not in any way limit any other rights or remedies which are available to us if you violate, breach or fail to comply with these Terms in any way whatsoever. Upon the effective date of any termination of your account, your right to use any of the Services we provide shall immediately cease.

If you are receiving any Services on a subscription basis, you may cancel your subscription by providing us with written notice of your cancellation and ceasing to use this Site for any such subscription-based Services. Cancellation of your subscription is your sole right and exclusive remedy if you are not satisfied with any such subscription-based Services. Cancellation of your subscription shall not relieve you of any obligations to pay accrued charges, including any prorated charges accrued for the billing cycle in which your subscription is cancelled.

Miscellaneous

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. No failure or delay by us in enforcing any provision, exercising any option or requiring performance shall be construed to be a waiver of that or any other right in connection with these Terms.

These Terms, together with our Privacy Policy and any other rules, regulations, procedures and policies described on this Site, constitute the entire agreement between you and us with respect to this Site and the Services provided by us and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the same.

Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of your account and/or these Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You may submit any questions or comments about this Site or these Terms to us by using the "Contact" section of this Site.