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MASTER LICENSE AGREEMENT

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Last modified: July 11, 2008

MASTER LICENSE AGREEMENT

This MASTER LICENSE AGREEMENT and the documents referenced herein ("Agreement") is a legal agreement between Associated Content Inc., a Delaware corporation, with an address at 88 Steele Street, Suite 400, Denver, CO, United States, 80206 ("Company") and You ("You"). "You" means any individual or entity identified in the registration form submitted by such person or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

THIS AGREEMENT WILL NOT BE "SIGNED" IN THE SENSE OF A TRADITIONAL PAPER DOCUMENT, HOWEVER BY CHECKING THE BOX STATING THAT YOU AGREE TO THE TERMS OF THIS AGREEMENT AND/OR BY AND SUBMITTING WORKS (AS DEFINED BELOW) TO COMPANY VIA THIS INTERACTIVE COMPUTER SERVICE AND WEBSITE, YOU HEREBY EXPRESSLY AGREE AND CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF (A) THIS AGREEMENT, (B) COMPANY'S TERMS OF USE , (C) COMPANY'S PRIVACY POLICY , (D) COMPANY'S PAYMENT POLICIES , (E) COMPANY'S SUBMISSION GUIDELINES , AND (F) THE REGISTRATION FORM INTO WHICH YOU PREVIOUSLY ENTERED WITH COMPANY (YOUR "REGISTRATION"), ALL AS MAY BE MODIFIED FROM TIME TO TIME BY COMPANY.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

  1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:
  1. "AC Websites" means any and all websites owned or operated by Company, as well any affiliate websites, including but not limited to partner sites, advertising or promotional partnerships.
  2. "IP Rights" means any and all forms of intellectual property rights and protections throughout the world, whether currently existing or hereafter developed or acquired and whether now known or hereafter recognized, including all right, title and interest arising under United States or foreign common or statutory law in and to all: (i) patents and all filed, pending or potential applications for patents, including any patent disclosure, reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (ii) trade secret rights, know-how, technical information, rights in databases, rights to confidential or other proprietary information and equivalent rights; (iii) copyrights, copyright registrations, design registrations and applications therefor, moral rights, other literary property or authors' rights, whether or not protected by copyright or as a mask work; (iv) rights of privacy, rights of publicity, and equivalent or related rights, and (v) proprietary indicia, trademarks, service marks, trade names, trade dress, logos, symbols, domain names, logos and/or brand names and all goodwill associated therewith.
  3. "Related Parties" means any owner, parent, partner, affiliate, subsidiary, supplier, subcontractor, shareholder, director, officer, hired or leased employee or worker, agent, representative or permitted assignee or successor of Company, as the case may be and as context requires.
  4. "Work(s)" means any deliverables, technology, designs, articles, written expressions, materials, content, graphics, data, information, images, photographs, art, illustrations, animations, video, audio, or audio/visual work, music, text, and/or any works of authorship that You provide to Company hereunder, whether or not eligible for patent, copyright, trademark, trade secret, or other legal protection.
  1. License Grant. You may elect to license a Work to Company pursuant to three types of license grant ("License Grant Types"). Please review the descriptions of the available License Grant Types, below, carefully when selecting the License Grant Type pursuant to which You submit Your Work to Company. Subject to the terms and conditions of this Agreement, upon submission of any Work to Company, you hereby grant Company the following License Grant Type, as selected by You at the time of submission:
  1. Exclusive License: If You elect to submit a Work under this License Grant Type, the following shall apply: You hereby grant to Company an exclusive, worldwide, irrevocable, perpetual, fully-paid up, royalty-free (subject to Section 3(b) below), transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, exploit, use, and dispose of such Work for any purpose and in all forms and all media whether now known or to become known in the future ("Exclusive License"). You hereby agree and acknowledge that under the Exclusive License, Company shall have and is hereby granted (i) all rights to any revenue and income derived from the Work, (ii) any and all rights to assert claims of infringement (past, present, or future) against any third-party arising out of or in relation to the Work, and (iii) any and all other related rights of whatever kind or nature. Further, pursuant to this Exclusive License, You hereby waive and agree never to assert any and all IP Rights You may have in or with respect to any such Work in connection with Company's use thereof, including without limitation any moral rights or other literary property or authors' rights. PLEASE NOTE, THE GRANT OF AN EXCLUSIVE LICENSE IS CONDITIONED UPON COMPANY EXERCISING ITS OPTION TO ENTER INTO SUCH EXCLUSIVE LICENSE (AS SUCH TERM IS DESCRIBED IN THE COMPANY'S PAYMENT POLICES, ) AND NO EXCLUSIVE LICENSE SHALL BE EFFECTIVE UNTIL COMPANY SO EXERCISES ITS OPTION.
  2. Non-Exclusive: If You elect to submit a Work under this License Grant Type, the following shall apply: You hereby grant to Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free (subject to Section 3(b) below), transferable right and license, and right of first publication, with right to sublicense, to reproduce, publicly display, perform, transmit, edit, modify, create derivatives works of, publish, exploit, use and dispose of such Work on or in connection with the AC Websites ("Non-Exclusive License"). You hereby agree and acknowledge that under the Non-Exclusive License, Company shall have and is hereby granted all rights to any revenue and income derived from its exercise of the Non-Exclusive License. Additionally, in the event that You elect to allow a Work to be distributed, syndicated or sublicensed (in the submission process), in addition to the rights above, You hereby grant Company the right to distribute, sell, sublicense and dispose of such Work for any purpose and in all forms and all media whether now known or to become known in the future. Further, You hereby waive and agree never to assert any and all IP Rights You may have in or with respect to any such Work in connection with Company's authorized exercise of the Non-Exclusive License, including without limitation any moral rights or other literary property or authors' rights. PLEASE NOTE: WHILE COMPANY DOES NOT CLAIM OWNERSHIP RIGHTS, OR EXCLUSIVE PUBLICATION RIGHTS TO ANY WORK LICENSED BY YOU TO COMPANY PURSUANT TO A NON-EXCLUSIVE LICENSE, THE GRANT OF A NON-EXCLUSIVE LICENSE IS CONDITIONED UPON THE WORK BEING PREVIOUSLY UNPUBLISHED, IN ANY FORM WHATSOEVER, PRIOR TO PUBLICATION ON THE AC WEBSITES. ADDITIONALLY, DUE TO SITE CACHING, YOUR CONTENT MAY CONTINUE TO BE DISPLAYED ON AC AFTER YOU HAVE DELETED IT UNTIL THE SITE HAS BEEN RE-CACHED.
  3. Display License: If You elect to submit a Work under this License Grant Type, the following shall apply: You hereby grant to Company a worldwide, non-exclusive, royalty-free (subject to Section 3(b) below), transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, exploit, use and dispose of such Work on or in connection with the AC Websites ("Display License"). You hereby agree and acknowledge that under such Display License, Company shall have and is hereby granted all rights to any revenue and income derived from its exercise of the Display License. Further, You hereby waive and agree never to assert any and all IP Rights You may have in or with respect to any such Work in connection with Company's authorized exercise of the Display License, including without limitation any moral rights or other literary property or authors' rights. PLEASE NOTE: ANY WORK SUBMITTED TO AN AC WEBSITE PURSUANT TO A DISPLAY LICENSE SHALL BE STORED UPON THE COMPANY NETWORK (AS DEFINED BELOW) AND THE AC WEBSITES SOLELY AT YOUR DIRECTION AND ONLY FOR AS LONG AS YOU ELECT TO CONTINUE TO STORE SUCH WORK THEREON AND WILL TERMINATE AT THE TIME YOU NOTIFY COMPANY (IN ACCORDANCE WITH SECTION 6(B), BELOW) OR COMPANY REMOVES SUCH WORK FROM THE COMPANY NETWORK OR AC WEBSITES (IN ACCORDANCE WITH SECTION 4, BELOW). COMPANY DOES NOT CLAIM EXCLUSIVE PUBLICATION RIGHTS TO, ANY WORK LICENSED BY YOU TO COMPANY PURSUANT TO A DISPLAY LICENSE.
  1. Payment Policies. In consideration of the applicable License Grant Type granted by You hereunder, and provided You are an individual who is at least eighteen (18) years of age, Company may pay to You the applicable fees as described below, subject to and in accordance with the terms and conditions of this Agreement and Company's Payment Policies:
  1. Upfront payment: For Works accepted by Company pursuant to an Exclusive License or Non-Exclusive License, Company may, upon exercising its Option (as such term is described in Company's Payment Policies, ) pay to You a one-time, upfront sum, subject to and in accordance with the terms and conditions set forth in Company's Payment Policies, which is hereby incorporated by reference herein.
  2. Performance Payment: For Works published under any License Grant Type, Company may pay to You periodic payments determined by the number of page views the applicable Work generates on an AC Website, subject to and in accordance with the terms and conditions set forth in Company's Payment Policies, which is hereby incorporated by reference herein.
  1. Control and Review. By submitting a Work and granting a License Grant Type to Company, You are directing Company to upload and store such Work on Company's systems, networks, and servers (the "Company Network") and to publish, display, distribute, reproduce and/or perform such Works via the AC Websites. You hereby agree and acknowledge that:
  1. Upon Your grant of any License Grant Type hereunder, Company may, but is not obligated to, exercise any or all of its rights under such License Grant Type. Without limiting the foregoing, Company may, but is not obligated to, publish any Work and/or to pre-screen or review any Work prior to such publication.
  2. Notwithstanding anything to the contrary contained herein, You agree and acknowledge that Company (or its designees) may, at any time and in its sole discretion, refuse publication of or remove from the Company Network and/or any AC Website any Work submitted by You (or on Your behalf), regardless of the License Grant Type under which such Work is licensed by You to Company, including, without limitation, in connection with your breach of this Agreement and/or where such Work violates Company's Terms of Use or Submission Guidelines or is otherwise objectionable or inappropriate, as determined by Company in its sole and unfettered discretion.
  3. Company is under no obligation of confidentiality with respect to any Work that You submit.
  4. Notwithstanding anything contained herein, the Company Network and the AC Websites are not an archive and Company shall have no liability to You or any other person for any loss, damage, or destruction to Your Work or any other information submitted to or via the Company Network and/or AC Websites. You shall be solely responsible for (i) uploading Your Work, and (ii) maintaining independent archival and backup copies of Your Works.
  1. Further Cooperation. At the request of Company or its counsel, and at no additional charge to Company, You shall execute, acknowledge and deliver any and all documents or instruments that Company may determine necessary, in its reasonable discretion, to carry out the intent of this Agreement and the License Grant Type granted; provided, however, this Agreement and the License Grant Type granted shall be effective regardless of whether any such additional documents are executed. In the event Company is unable for any reason, after reasonable effort, to secure Your signature on any document needed in connection with the actions or grants specified herein, You hereby irrevocably designate and appoint Company and its duly authorized officers and agents as Your agent and attorney in fact, which appointment is coupled with an interest, to act for and in Your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement and the License Grant Type with the same legal force and effect as if executed by You.
  2. Term and License Termination.
  1. Term. This Agreement shall be effective upon Your checking of the box accepting the terms of this Agreement when You submit a Work and the License Grant Type granted by You to Company hereunder shall continue in force and effect until terminated by operation of law or otherwise in accordance with the terms of this Agreement.
  2. Termination. With respect to any Display License granted by You to Company herein, You shall have the right to terminate the Display License without cause or reason, upon notice (which notice may be in e-mail form) to Company. With respect to any License Type Grant granted by You to Company herein, such grant shall be irrevocable and may not be terminated by You for any reason.
  3. Survival. Any termination of a Display License granted by You to Company under this Agreement shall be without prejudice to the rights of either party against the other in respect of any antecedent claim or breach of any of the provisions of this Agreement. The following provisions, in addition to any other provision of this Agreement that by its nature is intended to survive, shall survive, including any beyond termination of a Display License granted by You to Company under this Agreement: Sections 2(a)(Exclusive License), 2(b)(Non-Exclusive License), 5 (Further Cooperation), 6(c)(Survival), 7 (Representations and Warranties), 8 (Indemnification; Limitation of Liability); and Sections 10 through 17.
  1. Representations and Warranties. You hereby represent, warrant and covenant to Company that:
  1. To the extent you grant an Exclusive License or Non-Exclusive License to Company, and are an individual, You represent and warrant that You are over the age of eighteen (18).
  2. To the extent that you are submitting Content on behalf of an entity (including but not limited to a corporation, partnership, or LLC), You represent and warrant that You are legally authorized to act on behalf of and legally bind such entity.
  3. You shall at all times be in compliance with this Agreement, Company's Terms of Use , Company's Payment Policies , and Company's Submission Guidelines and shall use reasonable best efforts to ensure the Works submitted by You (or on Your behalf) are created in an ethical, diligent and professional manner consistent with the highest industry standards and otherwise in accordance with the terms and conditions of this Agreement.
  4. Except for public domain content and subject to Section 7(d), below, the Works submitted by You (or on Your behalf) consist of original works of authorship created solely by You.
  5. You are the owner or the authorized licensee, with rights to sublicense, of all IP Rights relating to the Works submitted by You (or on Your behalf) and have full legal power and authority to enter into and perform this Agreement in accordance with its terms, including without limitation, the full right and power to grant to Company the rights granted in such Works, as described herein, without the consent of any governmental body, any regulatory authority, or any third party. Without limiting the foregoing, to the extent that any materials, properties and/or rights owned by or licensed from third parties (collectively, the "Third Party Materials") are included in such Works, You have, at Your sole cost and expense, obtained for the benefit of Company and its licensees, any and all licenses and releases necessary for Company to exercise the applicable Rights Grant Type granted by You hereunder, including, without limitation, the right to use, publish, reproduce, publicly distribute, perform, display, modify and prepare derivative works of such Works, and sublicense the foregoing rights, as applicable.
  6. The Works submitted by You (or on Your behalf), and Company's use thereof, do not and shall not violate or in any way infringe or otherwise contravene the rights of any person, entity or estate, including without limitation, any IP Rights.
  7. You shall not publish falsehoods or misrepresentations that could damage Company or its Related Parties.
  8. Your actions in connection with this Agreement will not be in violation of any applicable law, rule, or regulation.
  9. The Works submitted by You (or on Your behalf) shall not (i) contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, hateful, racially or ethnically offensive or otherwise infringing or objectionable content or material of any kind, (ii) encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or that is otherwise inappropriate, or (iii) contain any advertisements or solicitations of business.
  10. You have provided and will continue to provide true, accurate and complete information to Company in connection with the Works submitted by You (or on Your behalf), this Agreement and Your Registration, including, without limitation, Your legal name, tax identification information, address and other requested contact information.
  11. You have not knowingly opened more than one profile with Company through which You may receive payment from Company in connection with this Agreement.
  12. The execution, delivery and performance of this Agreement does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding or agreement to which You are a party or by which You are bound;
  13. To the extent that that the Works submitted by You (or on Your behalf) incorporate any "open source" or "freeware" software licenses, the storage, use and/or publication of such Works on the Company Network and/or any AC Website does not and shall not violate the terms of such license or contain any stipulations or restrictions requiring that the Works and/or any material combined or distributed with such Works be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, or (iii) re-distributable at no charge.
  14. With respect to any image or likeness of any identifiable person contained within a Work submitted by You (or on Your behalf), You have the written consent, release, and permission of each and every identifiable individual person included in such Work to use the name or likeness of each and every such identifiable individual person and to use, authorize and direct Company to store, copy, display or otherwise distribute such Work via the Company Network and AC Websites in the manner contemplated herein.
  1. Indemnification; Limitation of Liability.
  1. Indemnification. You shall defend, indemnify and hold harmless Company and its Related Parties, licensees and customers (collectively, the "Indemnified Parties"), from and against all claims, demands, suits, losses, damages, costs, awards, judgments and expenses (including the costs of investigation and defense and reasonable attorneys' fees), regardless of the form of action, including, without limitation, those based on, arising out of or relating to: (i) Your breach or alleged breach of any term, representation, warranty or covenant contained in this Agreement; (ii) any claim by a third party that a Work submitted by You (or on Your behalf), and/or Company's use thereof, infringes upon the IP Rights or other rights of such third party; and (iii) Your acts or omissions (including negligence or strict liability) related to the subject matter of this Agreement, including, without limitation, any third party claim or action based on, arising out of or relating to any Work(s) licensed hereunder. You shall promptly reimburse Company and the Indemnified Parties for any liabilities incurred in connection with any such claims. Company shall provide You with: (x) prompt written notification of any such claims (which may be in email form); (y) sole control and authority over the defense or settlement thereof; and (z) reasonable assistance necessary to settle and/or defend any such claim, at Your sole expense, provided that if any settlement requires any action or admission by, or would impose an unindemnified monetary obligation on, Company or the Indemnified Parties, then the settlement will require Company's prior written consent. Failure by Company to provide prompt notice of a claim or to provide such control and authority or information and assistance, shall not relieve You of Your obligations under this Section, except to the extent that You are materially prejudiced by such failure in Your defense of such claim. Company may have its own counsel present at and participating in all proceedings or negotiations relating to such claim, at Company's own expense, unless You fail or refuse to secure legal counsel to defend any such claim in a timely manner, in which case the expense of Company's counsel shall be borne by You.
  2. Limitations of Liability.
  1. COMMUNICATIONS DECENCY ACT. COMPANY IS A PROVIDER OF INTERACTIVE COMPUTER SERVICES, SUBJECT TO THE PROTECTIONS, IMMUNITIES AND LIMITATIONS OF LIABILITY AFFORDED BY THE COMMUNICATIONS DECENCY ACT (47 U.S.C. 223 et seq.) AND OTHER APPLICABLE LAWS.
  2. DIGITAL MILLENNIUM COPYRIGHT ACT. COMPANY IS AN INTERACTIVE SERVICES PROVIDER, SUBJECT TO THE PROTECTIONS , IMMUNITIES AND LIMITATIONS OF LIABILITY AFFORDED BY THE DIGITAL MILLENNIUM COPYRIGHT ACT (17 U.S.C. 512 et seq.) AND OTHER APPLICABLE LAWS.
  3. IN NO CASE SHALL COMPANY OR ITS RELATED PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFIT, USE OR OTHER ECONOMIC ADVANTAGE), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY. COMPANY'S AND ITS RELATED PARTIES' TOTAL LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL IN NO CASE EXCEED, IN THE AGGREGATE, THE GREATER OF (I) THE AGREED UPON AMOUNTS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT, OR (II) TEN DOLLARS (U.S. $10.00). YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY, AND YOU AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF COMPANY AND ITS RELATED PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
  1. Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of (a) actual receipt, irrespective of the method of delivery, (b) on the delivery day following dispatch if sent by express mail (or similar next day air courier service), or (c) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
  2. Entire Agreement; Amendment. This Agreement, and the documents referenced herein, contains the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings, written or oral. Company strongly recommends that prior to accepting the terms of this Agreement, You print and keep a copy of this Agreement (including all documents referenced herein) for Your records. This Agreement may be amended or modified at any time, provided that such amendment or modification is in writing and is signed or electronically acknowledged/accepted and confirmed by "click-through" by You.
  3. Severability; Waivers. If any provision of the Agreement shall be held by a court competent jurisdiction to be illegal, invalid or unenforceable, the parties hereby authorize the court to modify such provision to the minimum extent necessary to effectuate the parties' intentions and the remaining provisions shall remain in full force and effect. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought.
  4. Successors and Assigns. Company may transfer or assign this Agreement or any of its rights or obligations hereunder. Notwithstanding anything herein to the contrary, You shall not assign, transfer, or subcontract for, this Agreement (whether by operation of law or otherwise) or any of Your rights or obligations under this Agreement, without the prior written consent of Company. Any attempted assignment or transfer in violation of the foregoing will be void. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.
  5. Governing Law. This Agreement shall be subject to and governed by the laws of the State of Colorado, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Colorado or where such laws of the State of Colorado are preempted by applicable Federal law. 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. The parties agree that exclusive venue for any dispute arising under or in connection with this Agreement shall be in the federal district court for the District of Colorado or the state court for the City and County of Denver, Colorado. Each party hereby agrees that such courts shall have in personam jurisdiction and venue with respect to such party, and each party hereby submits to the in personam jurisdiction and venue of such courts and waives any objection based on inconvenient forum. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
  6. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.
  7. Cumulative Remedies. In addition to any remedies provided in this Agreement, the parties shall have all remedies provided at law or in equity. The rights and remedies provided in this Agreement or otherwise under law shall be cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy, except as expressly provided otherwise in this Agreement.
  8. Third Party Beneficiaries. Nothing in this Agreement is intended to confer any rights or remedies on any persons other than the parties to it. This Agreement shall not be construed to relieve or discharge any obligations or liabilities of third persons, nor shall it be construed to give third persons any right of subrogation or action over against any party to this Agreement.
  9. Company E-mail. Subject to applicable law, You hereby acknowledge that acceptance of e-mail from Company is essential to the proper operation of the program described herein and each party's respective performance obligations hereunder, and that from time to time, Company may send to You the following communications: Option exercise notices, PayPal® payment notices, tax or other legal compliance forms/notices, inquiries regarding submitted Works or Your Registration/account, and/or other notices regarding administration of this Agreement (collectively, "Company Email"). Accordingly, subject to applicable law, You hereby agree to accept, and to not block or otherwise reject, Company Email. If You believe that Company is distributing inappropriate or unnecessary Company E-mail, please notify Company at admin@associatedcontent.com.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT COMPANY MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ACCEPT WORKS FROM OTHERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

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