inDplay MEMBERSHIP AGREEMENT

inDplay, Inc., a California corporation ("inDplay ") welcomes you. The use of the inDplay Web site, currently located at www.indplay.com (the ("Site ") and the services offered on and through the Site (such services and the Site shall collectively be referred to as the ("Service ") is subject to the terms and conditions of this individual membership agreement (the ("Agreement "). inDplay is a marketplace facilitating the license, sale or purchase of film, television, music and/or other multimedia rights, and any license, sale, purchase, option or other transfer of any film, television, music and/or other multimedia rights using or resulting from use of the Service shall be deemed to be a "Transaction"."You " or "Your " means an individual or entity to whom inDplay has given rights associated with your membership type (as described in Section 10 (Membership Types)) to become a member and use the Service, including the ability to either attempt to sell, license or otherwise transfer any rights to Your film, television, music and/or other multimedia content in a Transaction (in which case You are a "Seller") or attempt to purchase, license or otherwise acquire exhibition or distribution rights to another member's film, television, music and/or other multimedia content in a Transaction (in which case You are a "Buyer"), pursuant to the terms of this Agreement. In addition, before You can become a Buyer, You will need to be approved by inDplay and enter into and execute the inDplay PRO Buyer Supplemental Membership Agreement, the terms of which, in addition to the terms of this Agreement, will govern Your relationship with inDplay. inDplay grants You the rights to use the Service described herein in consideration of Your acceptance of the terms and conditions of this Agreement. IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE "I ACCEPT" BUTTON, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS AND CONDITIONS OR OTHERWISE DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT CLICK THE "I ACCEPT" BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICE. The Service is protected by copyright and other applicable law. Any use of the Service other than as authorized under this Agreement is prohibited.

1. Participation Restrictions. You may not use the inDplay Service (and therefore may not submit, upload, or download, any information or materials to or from the Service) if You are (i) under the age of 18, (ii) not able to legally form binding contracts, or (iii) temporarily or indefinitely suspended from the Service. In the event that inDplay discovers that You fit into one or more of these categories, inDplay reserves the right to discontinue Your use of the Service and/or suspend or cancel Your account. inDplay furthers reserves the right to refuse, cancel, or suspend permission for use of the Service to any user at any time in our sole discretion, including without limitation, in such instances wherein inDplay believes that You are or might be engaged in any form of fraudulent, illegal, or otherwise improper activity regarding the inDplay Service as determined by inDplay in its sole discretion. Multiple accounts held by one person are subject to immediate termination at inDplay's sole discretion unless expressly authorized in writing (including by electronic mail) by inDplay.

2.Submission, License and Claims of Copyright Infringement. By entering into this Agreement, inDplay may allow You to submit to the Service certain information, including but not limited to media, trailers, music and related information (collectively, Your ("the PRO Supplemental Agreement ")is made by and between inDplay, Inc("Authorized Content ") and Your name,logo, printed matter, images, and additional credit materials (collectively, Your ("Source Information") related to Your film, television, music and/or other multimedia content and the associated rights available for license, sale, purchase, option or other transfer (collectively Your "Rights Information "). By submitting such information, You hereby grant to inDplay a non-exclusive, worldwide, royalty-free right and license to use, display (publicly or otherwise), reproduce, and distribute such information, including but not limited to Your Authorized Content, for the purpose of performing the Service and promoting Your film, television and/or other video content through the Authorized Content or Source Information on the Service. For clarity, You are only granting inDplay the license to use Your Authorized Content to promote Your film, television, music and/or other multimedia content on the Site; You are NOT granting inDplay the license to distribute Your film, television, music and/or other multimedia content. You are permitting inDplay to make disclosure of Your Rights Information to inDplay 's buyers using the Service when needed to encourage transactions for your benefit. Additionally, You grant inDplay in conjunction with its performing the Service for Your benefit and advertising and promoting the Service the right to (i) convert the Authorized Content (or any portion or excerpts thereof) to HTML format or other format in accordance with this Section; (ii) allow other members or users of the Service to access, use and download the Authorized Content through any technology now known or hereafter developed; and (iii) reproduce, display, distribute, and otherwise use Your Source Information on the Site and elsewhere (including without limitation marketing materials and customer lists). If this Agreement is terminated, inDplay will remove Your Authorized Content from the Service as soon as commercially reasonable or before thirty (30) days have past, whichever comes first. During this time for the purpose of performing the Service, inDplay may continue to use the Authorized Content and Source Information "online" for no more than thirty (30) days or in printed (versus "online") materials that are in existence as of the date of termination until such materials are depleted or are redesigned or before ninety (90) days have past, whichever comes first. inDplay shall have the sole right to determine the placement and location of Authorized Content and Source Information on the Service. inDplay may,at its sole discretion, remove any Authorized Content or Source Information (or any portions thereof) from the Service at any time if inDplay believes that such material is outdated, inaccurate, obscene, defamatory, libelous, otherwise illegal, no longer is of interest to other members of the Service, or infringes or allegedly infringes upon the intellectual property rights or any other rights of any third party. You authorize inDplay to create Content packages in connection with the use or promotion of the Service, which along with your Content, may or may not contain Content of others. inDplay shall have no obligation, and shall not be liable for any failure to use, display, distribute, or otherwise promote all or any part of the Authorized Content, and any such failure shall not be deemed a breach of this Agreement. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You or any other third party believes in good faith that materials available on the Service, including without limitation any Authorized Content and/or Source Information, infringe Your or such third party's copyright, You (or Your agent) or such third party (or such third party's agent) may send inDplay a notice requesting that inDplay remove the material or block access to it, which includes (A) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (B) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works at the Service); (C) identification of the material that is claimed to be infringing or the subject of infringing activity, that is to be removed or access to which is to be disabled and information reasonably sufficient to allow inDplay to locate the material on the Service; (D) the name, address, telephone number and email address (if available) of the complaining party; (E) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (F) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If You believe in good faith that someone has wrongly filed a notice of copyright infringement against You, the DMCA permits You to send inDplay a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to: Attn: "inDplay Agent for DMCA Notice ", QuickCycle Consulting, LLC, 518 Kinross Court, Sunnyvale, CA 94087,USA, and with a copy to: "Attn: Legal Dept", inDplay, Inc. P.O. Box 2698, Venice, CA 90294 USA, +1 (650) 598-0400, dmca@indplay.com. inDplay suggests that you consult your legal advisor before filing a notice or counter-notice. Also, please be aware that there are penalties for false claims under the DMCA.

3. Changes to the Service and this Agreement. inDplay reserves the right to make changes to the Service at any time without notice. Furthermore, You understand, acknowledge, and agree that inDplay reserves the right to make, at its sole discretion, additions, deletions, changes and any other modifications (collectively, "Amendments") to this Agreement, at any time, by posting the Amendments on the Site. Amendments may be made without notification to You except in the event that inDplay makes Amendments that either change the licenses You have granted to inDplay or change the pricing structure of the Service, in which case You will be notified about these particular Amendments via the email address in Your user profile. Any such Amendments shall be effective immediately upon posting or at such other date and/or time as determined by inDplay. You can review the most current version of the Agreement at any time at: Membership Agreement. You will be able to determine when Amendments have been made by viewing the "Last Updated" date information that appears at the top of the Agreement. It is Your responsibility to review the most current version of this Agreement prior to each use of the Service, and You fully agree to be bound by all of the terms and conditions of the Agreement and its Amendments.

4. Proprietary Rights. This Agreement and all names, trademarks, logos or other materials on the Site, except for Your Authorized Content and Source Information, are owned or licensed by inDplay. inDplay's methods and processes are proprietary to inDplay alone, and no use of any of the methods or processes by any other party - apart from Your use of the Service in accordance with this Agreement - is permitted. The Authorized Content and any other materials on the Service are protected by copyrights which are owned or controlled by inDplay, its affiliates, other parties that have licensed to inDplay the right to use their material, other members or users of the Service or You "Copyrights". Some of the names, characters, logos, images, and the Source Information are also trademarks owned or controlled by inDplay, its affiliates, other parties that have licensed to inDplay the right to use their material, other members or users of the Service or You ("Trademarks"). Except as explicitly permitted by the respective owner or licensee of the Copyrights and/or Trademarks, material from inDplay may not be copied, quoted, reproduced, republished, displayed, modified, broadcasted, transmitted, or distributed in any way. Except as otherwise provided in this Agreement, nothing contained herein shall purport to convey any ownership or other rights with respect to the Copyrights and Trademarks. You hereby covenant that You will not steal or otherwise illegally copy, modify, distribute, or misappropriate, in whole or in part, the "platform" or methods of the Service and/or any of the materials and information contained on the Service, including without limitation, via electronic means (such as "spiders" or other electronic information-gathering processes). You agree not to modify, adapt, translate, rent, lease, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the inDplay Service or related software. You also agree not to remove, obscure, or alter inDplay's copyright notice, trademarks or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the inDplay Service. All rights not expressly granted to You are reserved by inDplay or its suppliers.

5. Confidentiality. Confidentiality. Unless inDplay expressly agrees otherwise, You agree to hold inDplay Confidential Information in strict confidence and not to disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or use such information for any purposes whatsoever other than as necessary in order to fulfill Your obligations or exercise Your rights under this Agreement. "inDplay Confidential Information" includes, without limitation: (i) all inDplay software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Service; (ii) any click-through rates, financial information (including pricing), business information, including operations, planning, marketing interests, products, and any other reporting information provided by inDplay; and (iii) any other information designated (in writing, orally or in any other form) by inDplay, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or proprietary. inDplay Confidential Information does not include information that (a) has become publicly known through no breach by You, (b) was known by You at or before the time such information was received from inDplay, as evidenced by Your tangible (including written or electronic) records, (c) has been independently developed without access to InDplay Confidential Information and without breach of this Agreement, as evidenced by Your contemporaneous tangible (including written or electronic) records; (d) has been rightfully received by You from a third party that is not under an obligation of confidentiality with respect to such information; or (e) required to be disclosed by law or by lawful order by a governmental authority. You agree to provide Transaction terms, contracts, and other relevant information to the inDplay Service to complete Transactions initiated using or resulting from use of the inDplay Service. inDplay agrees to hold all information in confidence, and will not disclose any of such information to any third party (other than its employees, agents, consultants, subsidiaries or other affiliates who need to know such information and who are subject to similar obligations of confidentiality as set forth in this paragraph), unless instructed to do so by a court of law or with express written permission from both You and the other party to the Transaction. Furthermore, inDplay will only use such information to the extent necessary to collect its Service Fees as outlined below in Section 11 (Fees and Payments) and as otherwise required to perform the Service.

6. Your Representations and Warranties. You represent and warrant to inDplay that:

(A) You possess the legal right and ability to enter into this Agreement;

(B) You are 18 years of age or above;

(C) You represent that Your electronic signature as represented on this Service and however made and affixed to contracts and agreements (both between You and inDplay or between You and other inDplay members) is Your binding commitment to honor and adhere strictly to the terms of these contracts and agreements as though they had been made and signed by You in person, You further agree to the personal jurisdiction of courts and laws described in Section 21 (Applicable Laws) and You additionally agree that these laws do govern interpretation and enforcement of these contracts and agreements;

(D) Your Authorized Content and Source Information is true and correct to the best of Your knowledge and, furthermore, You accept strict responsibility for the accuracy and integrity of any factual assertions You make in connection with Your Authorized Content or Source Information;

(E) Your Authorized Content and Source Information in connection with the Service is:
(i) Your original and novel work and no other persons have any rights therein or the and/or You have all necessary rights, licenses,consents,or other approvals to grant the licenses herein (evidenced by documentation that inDplay may review at its request pursuant to its confidentiality obligations in Section 5 (Confidentiality) above);
(ii)not in the public domai
(iii) and not and will not infringe on or misappropriate any copyrights, trademarks, trade secrets, patents,other intellectual property rights, privacy rights, publicity rights,or any other proprietary or personal rights of any person or entity;

(F) any and all Authorized Content shall be free and clear from any liens, encumbrances, or any restrictions that will prevent or hinder inDplay from fully performing the Service and its rights and obligations hereunder, and shall not subject inDplay to any costs, claims, or liabilities of any kind or nature, including without limitation claims of any unions or collective bargaining associations with respect to the work or performances of any guild members or union members included therein or thereupon, and claims of any copyright-holders or other rights-holders with respect to the subject material; and

(G) You acknowledge that inDplay receives many ideas, scripts and projects and that there is a possibility that some of these are similar or identical to Your Authorized Content, and that inDplay's use of other material containing elements similar to or identical with those contained in Your Authorized Content shall not obligate inDplay to negotiate with You or entitle You to any compensation. You agree that no fiduciary relationship is established between You and inDplay as a result of Your submission of Authorized Content to inDplay hereunder. You understand that submission of Authorized Content and Source Information is not made in confidence and shall not be held in confidence by inDplay, with the exception of Transaction information as more fully described in Section 5 (Confidentiality) above. You acknowledge that inDplay has no obligations to You except as explicitly set forth herein, and that no other obligations exist or shall exist.

7. Identities. inDplay reserves the right to check, from time to time, the accuracy of Your identity, and any other information You supplied. However, inDplay cannot and does not guarantee the listed identity of any Service user, or the accuracy of any information listed by any user. Since inDplay may be unable to authenticate all information provided by all members or users, it is Your sole responsibility to conduct Your own due diligence inquiry to confirm the identity or identities, and/or age or ages, of those with whom You intend to communicate or conduct any business.

8. Disclaimer of Warranties and Limitation of Liability. The inDplay Service provides a forum for the viewing and accessing of Authorized Content and Source Information. inDplay encourages You and all members or users to communicate between yourselves as to the exact specifications and features of Authorized Content, before any Transaction regarding any Authorized Content is complete. inDplay bears no responsibility for effecting these due diligence inquiries for You or any other user. inDplay is not in any way responsible for the Authorized Content or information or other material posted using the Service. inDplay makes no warranty or representation herein to You or to any other user that any rights relating to any Authorized Content or Source Information are actually free and clear for purchase, optioning, licensing or other use, and that a user will actually complete a Transaction. Neither the quality of Authorized Content nor the integrity of rights with respect thereto shall be deemed to be guaranteed by inDplay. YOU AGREE THAT YOU WILL NOT HOLD INDPLAY RESPONSIBLE FOR OTHER USER'S ACTIONS OR INACTIONS, INCLUDING WITH RESPECT TO THE MATERIALS AND INFORMATION THEY POST ON OR SUBMIT TO THE SERVICE. THE SERVICE AND THE MATERIALS IT CONTAINS ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. INDPLAY EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE SERVICE AND ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL INDPLAY OR ANY OF ITS PRINCIPALS, OWNERS, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, JOINT VENTURERS, CONTRACTORS, CONSULTANTS, SUPPLIERS AND OTHER AFFILIATES, BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING FROM OR RELATING TO USE OF OR ACCESS TO THE INDPLAY SERVICE AND ANY PROPOSED TRANSACTION (SUCH AS MOTION PICTURE RIGHTS AGREEMENTS) IN CONNECTION THEREWITH, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AND THE MATERIAL IT CONTAINS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR AUTHORIZED CONTENT, AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND ANY MATERIAL AVAILABLE VIA THE SERVICE (DIRECTLY OR INDIRECTLY). NOTWITHSTANDING THE FOREGOING, IF INDPLAY IS FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED DOLLARS (U.S. $100).

9. Strict Buyer Responsibility. You understand, acknowledge, and agree that the strict rule and policy of inDplay is "caveat emptor" (that is, "let the buyer beware," i.e., the buyer buys at its own risk). inDplay offers absolutely no opinion or warranties whatsoever as to whether or not any of the Authorized Content is actually owned and/or controlled by those persons or entities that have listed them (the "Listing Parties"), or as to the quality or nature of the Authorized Content. Therefore, inDplay offers You absolutely no warranty or representation in any such regard. It is in theory possible, for example, that a Listing Party: (A) might list a prospective license or option for a proposed territory that might already be owned or controlled by another party different from themselves; (B) might otherwise incorrectly list Authorized Content on the Service that such Listing Party does not fully own or control; and/or (C) may fail to consummate a Transaction even if required to do so. inDplay cannot prevent instances such as these from occurring, and You bear all risk and responsibility with respect to consequences to You of any such incidents occurring. inDplay can facilitate a Transaction, but inDplay will not itself be a party to any such Transaction or proposed Transaction, or a guarantor thereof. You agree that inDplay's collection of Service Fees related to its Service does not make inDplay a party to the Transaction. You are solely responsible for: (i) carrying out Your own due diligence, investigation, and other research to determine whether or not You deem the Authorized Content to be truly free and clear for purchase, license, optioning, or other proposed economic activity; (ii) securing the assistance of Your attorney(s) and/or other advisor(s) or counsel in such regard; and (iii) negotiating with a Seller (as defined below in Section 11 (Fees and Payments)) as may be required to consummate any Transaction. inDplay offers You no legal or other advice and bears none of the risk with respect to any failure of You to do so; or any of the other risks which, as You understand, acknowledge, and agree, are inherent in the speculative business of entertainment.

10. Membership Types. inDplay provides two membership types the "Premium" and "PRO". All inDplay members are initially Premium members and inDplay offers on the Service a web application for particular members who will be active Buyers to upgrade to PRO membership. If You are a Buyer interested in PRO membership, please contact us via the web page at http://www.indplay.com/pro or send an email to bd@indplay.com.

11. Fees and Payments. While there is no charge to submit Authorized Content or Source Information or Rights Information on the Service, inDplay will if You are a Seller charge You a fee for providing the Service (the "Service Fee") in the following instances:

(a) when You complete a Transaction through the Service (which You will use Your best efforts to do), or

(b) if Buyer and You became aware of each other as a result of any use of the Service or communicate in any way using the Service, You agree to pay inDplay the Service Fee for any Transaction completed with the same Buyer for any film, television, music and/or multimedia content related to Your Authorized Content or Source Information or Rights Information that You submitted to the Service, regardless of whether or not the Transaction is completed through the Service, within 2 years after the initial date of communication via the Service. For clarity, If a Transaction occurs between You (as Seller) and a Buyer from any manner of use of the Service, then You agree to pay inDplay the Service Fee.

The Service Fee will be nine percent (9%) of all amounts paid by Buyer to Seller pursuant to a Transaction and as the Seller, You covenant and agree that inDplay is entitled to and will be paid the Service Fees whenever Buyer makes a payment to You for the duration of the contract or agreement authorizing the Transaction. Your breach of this covenant will constitute a breach of this Agreement, and You will reimburse inDplay for all of its costs and expenses related to the collection of such Service Fees.

As a Seller, You agree to notify inDplay in writing or via the Service within fourteen (14) days of the completion of any Transactions described in Section 11(b) above. If You fail to inform inDplay of any such Transaction, and inDplay discovers that You have completed such Transaction, the Service Fee will be increased to twenty percent (20%) of all amounts payable by Buyer to Seller pursuant to such Transaction, and You agree to reimburse inDplay for all of its costs and expenses related to the collection of such Service Fees.

As the Seller, Your Service Fees payments are due to inDplay net thirty (30) days from the date on which Buyer makes a payment to You under a Transaction. Payment of the Service Fees due to inDplay will be made by You to inDplay when the Buyer makes payment to You. For payments received by inDplay after the due date, the lower amount of a one and a half percent (1.5%) interest or the maximum permitted by law will be charged to You monthly on the amount outstanding past due balance until the full amount is paid. Payments will be credited first against collection fees (if any), then interest, then the oldest amount due. inDplay reserves the right to audit or have audited Your records to verify correct payments. You agree notwithstanding anything to the contrary in your Transaction contracts that both You and Buyer are permitted to give Transaction and payment information to inDplay to support inDplay Transaction record keeping and collection of Service Fees. Audits will be made during normal business hours at inDplay's expense (except in the event that any such audit reveals that You have underpaid inDplay by five (5%) or more, in which case the entire cost of such audit shall be paid by You) and with Your cooperation. inDplay reserves the right to impose additional fees for the Services at any time. Prior to introducing any new fee structures or membership types, You will be notified via email about changes to the inDplay Service and given the opportunity to modify or terminate Your membership.

12. Price and Other Manipulations. You agree not to misuse, interfere with, or abuse the Service, or other members or users, with respect to price of Authorized Content, member listings, or any other matter; and in the event of any dispute concerning such matters, inDplay's determination shall be final, conclusive and binding. Specifically, You agree not to manipulate, or otherwise unlawfully or wrongfully use, prices or any other information relating to any listing of Authorized Content, licensing contract or other activity relating to the Service by, for example, listing lower contract offer prices in the inDplay Service than actually being negotiated, making false offers, or engaging in any online activity that may interfere with an Authorized Content listing or any proposed Transaction (including without limitation "hacking" the Service or using another User&paos;s identity).

13. No Offensive Authorized Content or Pornography. You agree that any and all material You cause to be listed on or otherwise transmitted to the Service: (A) shall violate no laws; (B) shall not be pornographic; and (C) shall not be otherwise objectionable, defamatory, libelous, or offensive with respect to applicable standards, customs, or practices. If there is any dispute in any of these regards, the determination made by inDplay shall be final, conclusive, and binding. Notwithstanding the foregoing, the listing of any material on the Service, including without limitation Authorized Content or Source Information, shall not be deemed a warranty, representation, covenant or other indication by inDplay that such material is compliant with any law, standard, custom or practice. inDplay is not liable or otherwise responsible for the content of any such material. inDplay reserves the right from time to time to make and revise guidelines relating to the listing of material and the content of such material using the Service. inDplay may remove material from the Service at any time.

14. No Responsibility for Loss. It is Your strict responsibility to retain copies of all Authorized Content, or other materials, and ensure that You absolutely keep Your original copy of any such material safe throughout the process of listing or otherwise uploading or transmitting material to the Service and thereafter. inDplay recommends that You back up all Your materials, as inDplay is not responsible for doing that for You. inDplay shall not be responsible for any loss of or damage to Authorized Content, or other materials, or any copies thereof, for whatever reason and under whatever circumstances.

15. Uploading and Technological Problems. A user can elect to download a trailer or other Authorized Content, if a Seller chooses to upload and post such Authorized Content to the Service. If You upload or otherwise post any Authorized Content on or to the Service or otherwise transmit the Authorized Content in connection with the inDplay Service, You do so at Your own sole and exclusive risk, including without limitation, the risk that Your Authorized Content will be "stolen" or otherwise abused or misused. inDplay does not guarantee that the technology used for the Service will in fact be compatible with all computer systems. inDplay bears no liability or other responsibility for any incompatibility of software or computer systems, or any other technological failure. inDplay does not guarantee uninterrupted or secure access to the inDplay Service. The inDplay Service may be interrupted by factors outside of the control of inDplay. inDplay makes no warranty or representation that any Authorized Content, element thereof, or other content, will actually be accessible or view-able by a user, or will actually be marketable.

16. Viruses. You represent, warrant and agree that any Authorized Content or other materials You furnish to inDplay or upload to the Service hereunder, and the media on which they are contained, shall contain no computer code, instructions or other matter which may: (A) harm, disrupt, damage, disable, or interfere with the Service or inDplay's or its affiliates use of their computer or telecommunications facilities for their purposes; (B) harm the interest or property of other inDplay members or users; or (C) perform functions which are not an appropriate part of the functionality of such computer programs, documentation, or other materials and whose result is to disrupt the use or operation of such computer programs, documentation or other materials. inDplay cannot warrant or represent to You or any user or other party that the Service will operate and continue to operate in a virus-free fashion, and it is Your responsibility to maintain such "firewalls", anti-virus or other protection systems which You may deem necessary or appropriate for Your protection.

17. User Status Not Transferable. You cannot sell or otherwise transfer Your user name or account name or offer it to another person or entity under any circumstances. Any such endeavored sales or transfers shall be void immediately and shall, in inDplay's sole discretion and at inDplay's election, lead to suspension, discontinuation, or cancellation of the subject user account. Furthermore, all parties agree that inDplay shall be entitled to receive compensation from the violating party in an amount sufficient to cover any and all financial damages due to the transfer of user or account names.

18. Indemnity. You hereby release, defend, indemnify, discharge, and hold inDplay and its principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, attorneys, joint venturers, contractors, consultants, suppliers, customers, and other affiliates (the "Indemnified Person(s)") harmless from and against any and all claims, liability, suit, proceeding, demand or action, and any damages, losses costs (including reasonable attorneys" fees and other legal costs), expenses, or settlement awards incurred in connection therewith, brought against any Indemnified Person(s) arising out of, or related to (i) Your Authorized Content or any other material furnished to inDplay or uploaded to the Service by You or for You with Your authorization, (ii) any use thereof, (iii) Your use of the Service and any materials of other users, (iv) any agreement or dispute that You have with one or more other members or users of the Service; and/or (v) Your breach of any term of this Agreement, including without limitation:

(A) Any claim that Your Authorized Content or any other material furnished to inDplay or uploaded to the Service by You infringes, misappropriates or violates any copyright, trademark, trade secret, privacy, publicity or other intellectual property or proprietary right of any person;

(B) Any claim of libel, defamation, fraud, misrepresentation or other similar claim in connection with Your Authorized Content or any other material furnished to inDplay or uploaded to the Service by You;

(C) Any claim based on any breach or claimed breach by You, any user or other third-party of any agreement or understanding to which You have entered in connection with the Service;

(D) Any claim based on any incident or incidents of theft or piracy of any Authorized Content, or any element thereof (including, without limitation, as may relate to any materials, screeners, trailers, screenplays, and information);

(E) Any claim based on any incidents or reported incidents wherein any Authorized Content, or element thereof, or other electronic media or material is lost or stolen from the Service;

(F) Any claim based on the conduct of any user, buyer, seller, listing party, escrow service, or any other third-party, including without limitation any misrepresentation or other inaccurate information communicated by any user; To the extent that California law may apply, for the purpose of Your release set forth herein above, You, upon such release becoming effective, shall be deemed to have expressly, knowingly, and intentionally waived for You and Your affiliates including Your legal successors and assigns, the benefits and rights of section 1542 of the California Civil Code, which states as follows: "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." California Civil Code 1542. You acknowledge that You have received independent legal advice from Your attorney(s), or else have been directed to seek such advice herein, with respect to waiving the provisions of California Civil Code 1542; and You acknowledge that this waiver is a material inducement to and consideration for inDplay to enter into this Agreement. You likewise shall be deemed to have waived the benefits of any statute, rule or doctrine, or common law principle of any jurisdiction whatsoever of similar effect to section 1542 of the California Civil Code.

19. Termination; Withdrawal of Content; Discontinuance of Service.19. Termination; Withdrawal of Content; Discontinuance of Service. Either party may terminate this Agreement immediately upon written notice to the other party if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. You may terminate this Agreement upon thirty (30) days prior written notice, however, You will still be bound by the terms listed in Section 11 (Fees and Payments) as well as the other surviving clauses listed in Section 25 (Survival). You may ask to withdraw Your Authorized Content or Source Information from public display in the Site by providing inDplay with a written request as set forth in Section 23 (Notices). inDplay will use commercially reasonable efforts to remove Your Authorized Content from public display on the Site within thirty (30) days from receipt of notice of termination or withdrawal and in a manner consistent with the terms of Section 2 (License).

20. Privacy and Information Rights. You agree that inDplay may collect and use both personally identifiable and non-personally identifiable information that You provide to inDplay when You register for the Service or otherwise use the Site or Service (including but not limited to contact and billing information) in accordance with the Privacy Policy located at http://www.inDplay.com/privacy.html, which is incorporated herein by reference.

21. Applicable Laws. 21. Applicable Laws. You hereby warrant, represent, agree and covenant that You will comply with all applicable laws of Your respective countries and other jurisdictions, as well as those other laws which may apply to You as a result, or which are otherwise related to any economic or other activity in connection with the inDplay Service. You agree that You shall not utilize the inDplay Service in a manner which violates any law. The use of the inDplay Service is subject to all applicable laws, including without limitation, regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. You understand and acknowledge that the Authorized Content is subject in all respects to such United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the Department of Commerce, International Trade Administration, Bureau of Industry and Security. It is Your responsibility to ensure Your own compliance with all applicable laws. inDplay is not responsible for the laws of any country or other jurisdiction which might prevent, interfere with, impair, or otherwise adversely affect any economic activity relating to the inDplay Service, including without limitation any applicable laws which might cancel or render void a sale, option, or license, or otherwise make such Transaction more expensive than originally contemplated by some or all of the parties or intended parties thereto.

22. Service Provider The inDplay Service is offered by inDplay, Inc., with a business address at P.O. Box 2698, Venice, CA 90294 USA,.

23. Notices. Unless provided for to the contrary in this Agreement (see paragraph regarding "The Digital Millennium Copyright Act of 1998 " in section 2 of this document), any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) if to You, at the electronic mail address You provide during registration for the Service, and (b) if to InDplay, must be sent by U.S. certified mail to:

Attn: Legal Dept, inDplay, Inc. P.O. Box 2698, Venice, CA 90294 USA,

Notice shall be deemed received (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail, or (v) by electronic mail when sent by InDplay only. Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.

24. General. You shall not and shall not have the right to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of inDplay. Any purported assignment, sale, transfer, delegation or other disposition by You, except as permitted herein, shall be null and void. inDplay shall be entitled to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement and any of its licenses, rights or obligations thereof. The relationship between InDplay and You is not one of a legal partnership relationship, but is one of independent contractors with respect to each other, and there is no affiliation to one another other than the use of the inDplay as an exchange of information for the purposes of listing and endeavoring to buy, sell, license, option, or engage in other economic activity with respect to Authorized Content. The words "You" or "Your" shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights relating to Authorized Content under applicable law, including but not limited to copyright law. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet or other network disturbances. Headings contained herein are for reference only and shall not be given any legal effect. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. The failure of either party to insist upon or enforce performance or to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches or relinquishment of the first party's right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right, or remedy shall be and remain in full force and effect. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement. A facsimile or equivalent electronic "Adobe PDF" upon receipt may be deemed an original for all purposes. This Agreement, and with respect to Buyers the inDplay PRO Buyer Supplemental Membership Agreement, sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California (without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties), and any disputes arising herefrom shall be determined by a court of competent jurisdiction in Los Angeles County, California (or such other venue which inDplay may elect as appropriate, in its sole discretion), and You hereby submit to the personal jurisdiction thereof. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Should legal action arise concerning this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees and related costs, in addition to any other relief which may be awarded by any court or other tribunal of competent jurisdiction. In the event of any contradiction between the terms of this Agreement and the terms of the User Agreement or Privacy Policy, the terms and conditions of this Agreement shall prevail.

25 Survival: The provisions of the introductory paragraph and Sections 2, 4, 5, 6, 7, 8, 9, 11, 14, 17, 18, 19, 21, 23, 24 and 25 shall survive any expiration or termination of this Agreement.

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