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Content License Agreement

This Content License Agreement (this “Agreement”) governs the terms by which customers and members of Free Range Content, Inc. (“FRC”) either grant to FRC or obtain from FRC the right to use certain content through the web sites located at www.Repost.Us and/or www.Curate.Us (collectively, the “Sites”). This Content License Agreement is in addition to the Terms of Use applicable to the Sites and to the Privacy Policy that all persons providing content to or downloading content from the Site have previously entered into. In the event of any inconsistency between this Agreement, the Privacy Policy, and the Terms of Use (both of which are incorporated into this Agreement by reference), the terms of this Agreement shall govern.

Background of Agreement

This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By selecting the correct box at the end of this Agreement and clicking “I Agree” or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions.

If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

Definitions

In this Agreement:

  1. “Content” means any audio, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, Flash or Shockwave files, or other visual representation generated optically, electronically, digitally, or by any other means, or any other material protected by copyright, trademark, patent, or other intellectual property right, which is licensed to or by FRC under the terms of this Agreement. Any reference in this Agreement to the Content will be to each individual item within the Content and also to the Content as a whole;
  2. “Revenue” means all revenue generated, as recognized by FRC, directly by the purchase of Content by Syndicators, less reasonable and customary deductions, including without limitation (i) all trade, cash, and quantity credits, discounts, refunds, or government rebates; (ii) amounts for claims, allowances, or credits for returns, retroactive price reductions, or chargebacks; and (iii) taxes, duties, and other governmental charges;
  3. You will be referred to as a “Publisher” if you are providing the Content to FRC subject to the terms set forth in this Agreement;
  4. You will be referred to as a “Syndicator” if you are obtaining from FRC the right to use Content through the Site;
  5. “We,” “us,” “our” or “FRC” means Free Range Content, Inc.; and
  6. “You” means you or, if you are accepting on behalf of your employer or member account entity, that employer or entity.

If You Are a Publisher

  1. Publisher License Terms

    You hereby grant FRC a worldwide, non-exclusive, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, display, and perform the Content in connection with operation of the Site and business, including without limitation for promoting and redistributing part or all of Content to our customers and members in any media formats and through any media channels.


    You further agree to grant to Syndicators a limited, non-exclusive, non-transferable, worldwide license to distribute the Content for purposes of reprint, reproduction, or reposting of Content on websites (“Permitted Uses”), subject to such Syndicators’ payment of applicable license fees under this Agreement.

  2. Ownership of Content


    You will retain your ownership and rights to the Content that you provide to FRC under this Agreement, including, without limitation, all copyright and other intellectual property rights relating to the Content.

  3. Termination of Publisher License



    The license to the Content you provide to FRC will terminate within a commercially reasonable time after you remove or delete your Content from the Sites. You understand and agree, however, that we may retain (but not display, distribute, or perform) server copies of your videos that have been removed or deleted.

  4. Representations and Warranties



    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 FRC all patent, trademark, trade secret, copyright, or other proprietary rights in and to such Content for publication on the Site pursuant to the Terms of Use.


    You further affirm, represent, and warrant that the Content you submit to the Sites will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant FRC all of the license rights granted herein.


    You acknowledge that it is your sole responsibility to monitor and police the Syndicators’ use of your content and that FRC is not obligated to monitor or police the activities of Syndicators who licensed your Content.

  5. Payment Terms



    You will receive monthly payments from us within thirty (30) days of each calendar month for the total Revenue derived from your Content during the previous calendar month, until the license is terminated in accordance with Section 3 above.

    Please note that we may deduct any amount from your monthly Revenue share if the Content you provide is removed, deleted, or otherwise unavailable, in whole or in part.

If You Are a Syndicator

  1. Syndicator License Terms

    We do not grant you any right or license to the Content. You agree that you will be granted a license directly from the appropriate Publisher, subject to license terms offered by such Publisher. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by FRC or the appropriate Publisher, as the case may be.

    You acknowledge that the license you obtain from Publisher is personal to you and only you are permitted to use the Content.

    If the Content is reproduced on a website, you will post terms and conditions on the website that include restrictions on downloading the Content for other than personal use, and prohibit republication, retransmission, reproduction, or other use of the Content.

    We do not endorse any Content submitted to the Site by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with Content. We do not permit copyright-infringing activities and infringement of intellectual property rights on the Sites, and we will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. We reserve the right to remove Content without prior notice.

  2. Prohibitions/Uses



    You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by the appropriate Publisher. For greater certainty, the following are “Prohibited Uses” and you may not:

    • sub-license, re-sell, rent, lend, assign, gift, or otherwise transfer or distribute the Content or the rights granted under this Agreement;
    • use or display the Content on websites or in any other medium without the payment of License Fees;
    • falsely represent, expressly or impliedly, that you are the original creator of the Content or any work that derives a substantial part of its components from the Content;
    • use the Content for any commercial, promotional, endorsement, advertising, or merchandising use, whether on-line or not;
    • incorporate the Content in any product that results in a re-distribution or re-use of the Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
    • use the Content in a fashion that is reasonably considered by FRC as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory, or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
    • use or display any Content that features a model or person in a manner (A) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (B) except where accompanied by a statement that indicates that the Content is being used for illustrative purposes only and any person depicted in the Content is a model, that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
    • to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
    • remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
    • use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
    • either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of the permitted number of reproductions you purchase under this Agreement.
  3. Term of Agreement



    This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from FRC if at any time you fail to comply with any of its terms. Upon termination, you must immediately (a) cease using the Content and for any purpose; (b) destroy or delete all copies and archives of the Content or accompanying materials; and (c) if requested, confirm to FRC in writing that you have complied with these requirements.

    We reserve the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.

    Upon notice from FRC, or upon your knowledge that any Content is subject to a threatened, potential, or actual claim of infringement of another’s right for which FRC may be liable, you must immediately and at your own expense (a) stop using the Content; (b) delete or remove the Content from your premises, computer systems, and storage (electronic or physical); and (c) ensure that your clients, printers or ISPs do likewise. We will provide you with replacement Content (as we determine in our reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

  4. Payment Terms

    For each Content you wish to reproduce, retransmit, or report, you may purchase the number of reproductions in accordance with the payment schedule established by the Publisher.

    All payments will be made and processed through Amazon Payments. We advise that you read the User Agreement/Policies of Amazon Payments, which may be found here. We cannot and do not guarantee the performance or fairness of Amazon Payments. Please contact Amazon Payments with any payment issues you may have.

    You may be entitled to a refund or other adjustments in case the Content you license is removed, deleted, or otherwise unavailable, in whole or in part.

  5. Representations and Warranties

    THE CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT FRC) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

    FRC uses reasonable efforts to ensure the accuracy, correctness, and reliability of the FRC Content, but we make no representations or warranties as to the FRC Content’s accuracy, correctness, or reliability.

    Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.

Terms Mutually Applicable to Publisher and Syndicator

  1. Indemnification and Limitation of Liability


    You agree to indemnify, defend, and hold FRC and its respective directors, officers, employees, shareholders, partners, and agents (collectively, the “FRC Parties”) harmless from and against any and all claims, liability, losses, damages, costs, and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any FRC Party as a result of or in connection with (a) any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement, (b) the Content you provide to FRC (if you are a Publisher), or (c) your use of the Sites or the Content (if you are a Syndicator).

  2. Limitation of Liability



    IN NO EVENT SHALL FRC, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE CONTENT. IN NO EVENT WILL THE AGGREGATE LIABILITY OF FRC, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITES EXCEED THE AGGREGATE LICENSE FEE YOU PAY, IF ANY, TO FRC.

  3. General Provisions



    You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

    Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

    This Agreement is personal to you and is not assignable by you without our prior written consent. We may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

    If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

    You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

    You will resolve any claim, cause of action, or dispute (“claim”) you have with us arising out of or relating to this Agreement or FRC exclusively in a state or federal court located in San Francisco, California. The laws of the State of California will govern this Agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in San Francisco, California for the purpose of litigating all such claims. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

  4. Contact




    If you have concerns relating to this Agreement, please contact FRC at notice@freerangecontent.com.

  5. Acknowledgement

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF FRC AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND FRC, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND FRC RELATING TO THE SUBJECT OF THIS AGREEMENT.