TERMS OF SERVICE AGREEMENT

ASSENT TO TERMS AND AMENDMENTS

Vumanity Media, Inc., along with its successors, assigns, subsidiaries, affiliates, officers, employees, agents, partners and licensors/licensees (collectively "Company" or "we" or "us" or "our"), provide the Service (as defined below) to you subject to the following terms of service (these "TERMS"), all of which you acknowledge, agree to and consent to by using the Service. These TERMS include the Service Privacy Policy which is hereby incorporated by reference.

These TERMS may be amended by Company from time to time without notice to you. You will periodically review the controlling version of these TERMS, and by continuing to use the Service subsequent to Company making available an amended version of these TERMS, you thereby acknowledge, agree and consent to such amendments.

You consent to entering these TERMS electronically by means of electronic signature, and to Company storing records related to your contracts with Company in electronic form. You also represent that you are of legal age to form this binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. Please be aware that you must be at least 18 years of age to register for, access and/or use the Service._ If you are not at least 18 years of age, please do not attempt to access the Service again until you reach the age of 18 unless you are under the direct supervision of someone who is at least 18 years old.

When using the Service, you shall be subject to any posted rules or policies, which may be posted from time to time by Company. Such rules and policies are hereby incorporated by reference into these TERMS. Company may also offer other services that are governed by different terms of service.

SERVICE DESCRIPTION

The Company provides users with access to communications tools, which may heretofore or hereafter be accessed through any medium or device now known or hereafter devised, including but not limited to websites and applications that deliver information through its network of properties (the "Service"). The communication tools provided in the Service may include tools for creating audio-visual productions. The Service includes all aspects, products and services provided by the Company, including but not limited to, all products, software (including any embeddable players, plug-ins or other similar features) and services offered via the Company's website or portal, technical support and consulting advice.

The Service may include advertisements and certain communications from Company, including without limitation promotional marketing emails. When you complete the Service's registration process, you are indicating that you wish to receive such communications. If you do not wish to receive promotional marketing communications from Company, please email us at optout@vumanity.com.

Unless explicitly stated otherwise, any new tools that alter or improve the current Service shall be subject to these TERMS.

These Terms apply to all users of the Company's products, regardless of whether the user creates and/or uploads Content from or to the Company's website.

USERNAME AND PASSWORD

In order to use the service, you must create a "username" and password upon completing the Service's registration process. When you do so, you will provide accurate, current and complete information about yourself (the "Information") as prompted by the Service's registration forms, including without limitation unique name (first and last name), username and email address, and timely update the Information to keep it true, accurate, current and complete. You are responsible for maintaining the confidentiality of the password and username and are fully responsible for all activities that occur under your password or username. You will immediately notify Company of any unauthorized use of your password or username or any other breach of security. Company will not be liable or responsible for any claim arising from your failure to comply with this paragraph. You may be liable for Company's losses due to such unauthorized use.

PRIVACY

Your privacy is important to us. We designed our Privacy Policy to make important disclosures about how you can use the Service to share with others and how we collect and can use your content and information. We encourage you to read the Privacy Policy, and to use it to help make informed decisions.

THE CONTENT YOU SUBMIT

You understand that all Information, data, or content of any kind, uploaded, created, posted, made available, shared or transmitted by you or another user to or through the Service ("Content") is the sole responsibility of the person from whom such Content originated. Company does not control such Content and does not make any guarantee whatsoever related to such Content. You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. Any interaction you have with other users, including without limitation, in connection with Content, any agreements with other users with respect thereto, and any other terms, conditions, warranties or representations associated with such dealings, must be in accordance with these Terms, and, except to the extent governed by these Terms, are solely between you and such user(s). Company shall not be responsible or liable for any claim related to such interactions. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Company all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these TERMS. By using the Service, you may be exposed to Content, as well as material uploaded, posted, made available, shared or transmitted to or through the Service by Company, that is offensive, indecent or objectionable. Under no circumstances will Company be liable or responsible in any way for any claim related to such Content or material.

You grant Company a royalty-free, irrevocable, sub-licensable and non-exclusive perpetual license throughout the universe for use in any and all media whether now known or hereafter devised to use and exploit (including without limitation by reproduction, distribution, public display, adaptation and/or public performance) any and all Content that you post, make available or transmit to or though the Service. You further grant Company the irrevocable and non-exclusive perpetual right throughout the universe to copy, change, alter, add to, subtract from, replace or rearrange all or any part of the Content that you post, make available or transmit to or though the Service, or combine it with any other material (including without limitation other users' material), or create derivative works based on it. You also waive all moral rights in relation to such Content. Under no circumstances will Company be liable or responsible in any way for any inadvertent or unauthorized exploitation of any or all Content that you post.

If any of the Content that you upload, post, make available, share or transmit to or though the Service contains ideas, suggestions, documents, and/or proposals to Company, Company will have no obligation of confidentiality, express or implied, with respect to such Content, and Company shall be entitled to use, exploit or disclose (or choose not to use or disclose) such Content at its sole discretion without any obligation of Company to you whatsoever (i.e., you will not be entitled to any compensation or reimbursement of any kind from Company under any circumstances).

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you have a good faith belief that your copyright is being infringed by any material on the Service, please send a Notice of Claimed Infringement, including the information listed below, to Company's Designated Copyright Agent:

Designated Copyright Agent: Vumanity Media Inc. Copyright Agent address: 2801 Ocean Park Blvd., #194, Santa Monica, CA 90405 phone: 310-300-9855 email: copyright@vumanity.com.

Company has instituted a policy designed to enable, at Company's sole discretion, the expeditious removal of infringing material and the termination of the usernames and access of users who qualify as repeat infringers. Please make sure that any Notice of Claimed Infringement you send to Company's Designated Copyright Agent includes all of the following:

Company has also instituted a Counter Notification policy designed to enable, at Company's sole discretion, the prompt replacement of material that is removed in response to a Notice of Claimed Infringement as a result of a mistake of misidentification. Please make sure that any Counter Notification you send to Company's Designated Copyright Agent includes all of the following:

TRADEMARKS

"Vumanity" and its associated logos are trademarks and/or service marks of Company. All other trademarks, service marks and logos used on or through the Service are the trademarks, service marks or logos of their respective owners.

You will not:

You:

OUR CONDUCT

Company may or may not review Content, but Company shall have the right (but not the obligation) in its sole discretion to review, reject, or remove any and all Content at any time for any or no reason whatsoever. Company shall not be liable or responsible to you or any third party for any such conduct.

Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Company shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service.

Company may at its sole discretion, under any circumstances, for any or no reason whatsoever and without prior notice to you, immediately terminate your username and account and/or your access to the Service. Company shall not be liable or responsible to you or any third party for any such termination.

Company may provide, or third parties may provide, on or through the Service, links to other web sites or resources. Because Company has no control over such sites and resources, Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible for or liable based on the conduct of such external sites or resources. Accordingly, users should remain aware of when they enter and leave the Service.

Company shall not be responsible or liable for the accuracy, usefulness or availability of any information uploaded to, posted to, made available on, shared through or transmitted through the Service, including but not limited to any securities trading or investment related information. Company shall not be responsible or liable for any Content that does not get recorded, or is deleted, or for any other similar unsatisfactory results to Content.

Any interaction you have with advertisers found on or through the Service, 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 advertiser. Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such advertisers on the Service.

If you wish to delete your Content from your page on the portal, Company will consider in good faith a request to delete your Content from your page, which Company may or may not do in its sole discretion. If Company does decide to delete your Content from your page, Company will use reasonable efforts to remove it from your page, but you acknowledge that caching or references to the Content may not be made immediately unavailable, portions of your Content that may have been incorporated into member profiles, RSS feeds or other features may not be able to be removed, and removal of Content from your page will not necessarily remove Content from the Service or other locations where the Content has been distributed.

If a show or website is removed, the Content associated with that show or website may also be deleted at the discretion of Company. We encourage you to be sure you are comfortable with this possibility before contributing your Content to the Service. You should be aware that Company is not required to keep, and may not keep back-up copies of, Content (including your Content) on the Service once the show or website or Content is deleted. Additionally, Company makes no guarantee, either during or after the term of this Agreement, that your Content will be safely stored on the Service and you should independently back-up your Content.

MOBILE

In the event you use our services over mobile devices, you hereby acknowledge that your carrier's normal rates and fees, such as text messaging and excess broadband fees will still apply. In the event you change or deactivate your phone number, you will update your account information on the Service within 48 hours to ensure that Content is not sent to the person who acquires your old number, and you forever release us from and indemnify us against any claims or damages that arise from your failure to do so.

INDEMNIFICATION

You will indemnify and hold Company harmless from any claim or demand, including but not limited to reasonable attorneys' fees and costs, made by any third party due to or arising out of Content you upload, share, post, make available or transmit to or through the Service, your use of the Service, your connection to the Service, your violation of the TERMS, your violation of any rights of another in connection with these TERMS or your violation or breach of any rights of or agreements, undertakings, representations or warranties with another in any way related to the Service and/or Content. You will cooperate as fully as reasonably required in the defense of any such claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without the written consent of Company.

TERMINATION

Either party may terminate these TERMS for any or no reason at any time by notifying the other party. However, if you access the Service after terminating these TERMS, you will acknowledge, agree and consent to the version of these TERMS controlling at that time. Upon termination by either party, the following paragraphs will survive: (1) INDEMNIFICATION; (2) DISCLAIMERS; (3) LIMITATION OF LIABILITY; (4) RELEASE; (5) GOVERNING LAW and (6) MISCELLANEOUS.

You acknowledge that Company may terminate your account, and remove your Account, Content and Member Profile Data, as well as disable your access to any and all Service websites and the Service, in accordance with the terms of this Agreement.

Company has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service or any Service website, (ii) remove and discard any network code or Content within any Service website or anywhere on the Service or (iii) shut down a Service website, with or without notice, and with no liability of any kind to you. If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law. If we terminate your account for reasons specified in these Terms and/or for cause, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law. If we terminate your account for reasons other than those specified in these Terms or for cause, you will be entitled to a pro-rata refund of fees paid for services not yet rendered.

Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, your code, your Content, your Member Profile Data or your Service website(s). Company will not have any obligation to assist you in migrating your data, your Content, your Member Profile Data, your code or Service website(s) off of the Service and Company does not keep any back up of any of your Content or your Member Profile Data. Company is not responsible for deleting your code, network code or Content on your behalf. Note that, even if your code, network code or Content is deleted from Company's active servers, it may remain in our archives (but we have no obligation to archive or back-up your code or such network code or Content), and subject to the licenses set forth in this Agreement.

DISCLAIMERS

LIMITATION OF LIABILITY

COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR INFORMATION; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (5) ANY OTHER MATTER RELATING TO THE SERVICE.

JURISDICTIONAL RESTRICTIONS

N SOME JURISDICTIONS, CERTAIN LIMITATIONS OF LIABILITY AND DISCLAIMERS RELATED TO WARRANTIES CONTAINED HEREIN MAY NOT APPLY TO YOU.

RELEASE

If you have a dispute with one or more users of the Service, you release Company from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You also waive California Civil Code §1542, which says: "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." You also waive any and all benefits and rights that would otherwise accrue to you by reason of the provisions of any federal or state statute or principle of common law of any state of the United States, or any political entity or nation, province or local law or regulation that may govern this release, which statute, regulation, law or principle provides in substance something similar to California Civil Code §1542.

NOTICE

Company will provide any notice to you at the email address you provide upon creating a username or by other reasonable means now known or hereafter devised, including without limitation posting notice on the Service. You will provide any notice to Company in writing at the following address: support@vumanity.com.

GOVERNING LAW

These TERMS and the relationship between you and Company shall be governed by the laws of the State of California as an agreement wholly performed therein without regard to its conflict of law provisions. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than California.

Any dispute relating in any way to your visit to the Service shall be submitted to confidential arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate Company's intellectual property rights, Company may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these TERMS shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these TERMS shall be joined to an arbitration involving any other party subject to these TERMS, whether through class arbitration proceedings or otherwise.

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TERMS must be filed within one year after such claim or cause of action arose or be forever barred. Any claim by you that may arise in connection with these TERMS will be compensable by monetary damages and you will in no event be entitled to injunctive or other equitable relief.

MISCELLANEOUS

These TERMS constitute the entire agreement between you and Company and govern your use of the Service. These TERMS supersede any prior agreements between you and Company with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Company services, affiliate services, or third-party services.

These TERMS are fully assignable by Company and will be binding upon and inure to the benefit of Company's successors and assigns.

Except as otherwise expressly provided in these TERMS, there shall be no third-party beneficiaries to this agreement.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

The failure of Company to exercise or enforce any right or provision of these TERMS shall not constitute a waiver of such right or provision. If any provision of these TERMS is found by a court of competent jurisdiction to be invalid, the court should nevertheless endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these TERMS remain in full force and effect.

The headings in these TERMS are for convenience only and have no legal or contractual effect.