terms of service

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ClipSyndicate, a service of Critical Mention, Inc. ("ClipSyndicate") will provide you ("You" or "Publisher") with access to the Service which will allow Publisher to choose and publish Content to Publisher's Web Properties for viewing by Publisher's end users. By utilizing the ClipSyndicate web site and/or online video search tool and publishing technology (the "Service") to distribute video clips licensed from third parties and/or other types of content as made available from time to time (the "Content") on your owned or operated websites and/or html newsletters ("Publisher Web Properties"), Publisher agrees to the following terms and conditions (the "Terms of Service"):

1. You represent that you are at least 18 years of age and that you have full authority to enter into these Terms of Service and to bind your company, affiliates, advisors, consultants and employees to these Terms of Service.

2. ClipSyndicate hereby grants to Publisher a non-exclusive, royalty-free license to use the Service via the Internet in order to make Content available to Publisher's end users, as further defined below:

a) Publisher may use the Service to find particular items of Content using the tools provided for that purpose in the Service.

b) ClipSyndicate shall cause the Service, when queried by Publisher, to generate links to text, image and video portions of the Content (the "Links").

c) Publisher may insert Links within Publisher's Web Properties, subject to these Terms of Service. The usage of the Content and Links shall be limited to presenting a number of individual clips on Publisher's Web Properties.

d) Such Links, when selected by an end user, will launch a window containing a video player application, or otherwise permit the viewing of the video (provided such user has installed a recent version of such player application) that will play the applicable Content and any related advertising.

e) The type and amount of Content available and the length of time before its expiration will vary based on the sole discretion of ClipSyndicate and its content licensors.

f) ClipSyndicate shall host and serve all Content and related advertising for display to Publisher's end users. Each exposure of Content (with or without advertising) to one of Publisher's end users shall be herein referred to as a "Clip View".

g) ClipSyndicate may, in its sole discretion, display third-party video advertisements or promotions before, after and/or in proximity to the Content, as well as third-party graphical and text advertisements or promotions adjacent to the media player in the same window in which it appears.

h) ClipSyndicate may run banners and/or video ads related to ClipSyndicate and/or Critical Mention from time to time, without owing Publisher any money for such exposures.

3. Publisher's obligations, prohibitions and other terms of use:

a) Publisher agrees not to publish any content on any web properties that are unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise offensive or that promote, endorse or display pornography, illicit drugs, or gambling or that are otherwise judged by clipsyndicate and/or its content licensors to be inappropriate.

b) Publisher agrees that it is not, does not represent, and will not post content to, the web site of a television station, a cable tv station, a television network, a newspaper, nor the web site of a media company that owns any of those types of properties.

c) Clipsyndicate or its content licensors may, in each case in their sole discretion and without notice to publisher, elect to prohibit publishing to any or all of publisher's web properties, or may elect to probhibit or remove certain Content from publisher's web properties, or may elect to prohibit the publication of a particular type or source of content on publisher's web properties.

d) Publisher may not edit, alter, reverse engineer, or otherwise change the intended functionality of the Content or the Links, nor use them on web properties other than those that publisher has indicated when using the Service.

4. Revenue Share Program:

a) Provided Publisher is in good standing and has not violated these Terms of Service, Publisher shall be eligible to receive, on a quarterly basis, a percentage of the advertising revenue received by ClipSyndicate as a result of advertising exposures to Publisher's end users (net of any rebates, allowances, make-goods, ad agency commissions, or third party ad sales commissions). This percentage shall initially be 20%.

b) Payments to Publisher shall be made within approximately sixty (60) days after the end of each calendar quarter provided the earned balance is $100 or more. If the earned balance is less than $100, such amount shall be paid after the next quarter, assuming the earned but unpaid balance is then at least $100 cumulatively. In no event shall ClipSyndicate be obligated to make payments for any earned balance less than $100.

c) ClipSyndicate shall not be liable for any payment based on:

(A) any amounts which result from invalid queries, or invalid clicks or impressions of Content or advertising generated by any person, bot, automated program or similar device, as reasonably determined by ClipSyndicate, including without limitation through any clicks or impressions:

(i) Clip Views originating from Your IP addresses or computers under Your control,

(ii) Clip Views solicited by payment of money, false representation, or request for end users to click on Clip views, or

(iii) Clip Views solicited by payment of money, false representation, or any illegal or otherwise invalid request;

(B) Clip Views delivered to end users whose browsers have JavaScript or cookies disabled;

(C) Clip views benefiting charitable organizations or for which ClipSyndicate receives no revenue;

(D) ClipSyndicate or Critical Mention's advertisements for its own products and/or services; or

(E) clicks co-mingled with a significant number of invalid clicks described in (A) above, or as a result of any breach of these Terms of Service by Publisher.

d) ClipSyndicate reserves the right to withhold payment or charge back your account due to any of the foregoing or any breach of these Terms of Service by Publisher, pending ClipSyndicate 's reasonable investigation of any of the foregoing or any breach of these Terms of Service by you, or in the event that an advertiser whose Clip Views are displayed in connection with your Web Properties defaults on payment for such Clip views to ClipSyndicate.

e) ClipSyndicate shall provide online reports from time to time to Publisher indicating the number of Clip Views obtained from Publisher's Web Properties, as well as other statistics that may be necessary to support the calculation of any advertising revenue share amounts due to Publisher, as permitted on a reasonable-efforts basis by ClipSyndicate's technologies.

5. Further Prohibitions: Except as expressly permitted by ClipSyndicate, Publisher shall not:

(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way, except as provided in the Service;

(ii) modify or make derivative works based upon the Service, Content or Links;

(iii) "frame" or "mirror" any Content on any other server or wireless or Internet-based device to interfere with or re-distribute the Content, Service or Links;

(iv) reverse engineer, decompile, modify, translate, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon Publisher's access to or usage of the Content, Service or Links;

(v) rent, lease, transfer, or otherwise transfer rights to any aspect of the Content, Service or Links; or

(vi) take any act to remove, obscure, interfere with, or modify the presentation or functionality of any aspect of the Content, Service or Links. You further agree that upon Termination of these Terms of Service, Publisher shall no longer have the right to use, display or make available any Content or Links from the Service, including, without limitation on or through Publisher's Web Properties.

6. Intellectual Property: You expressly agree and acknowledge that ClipSyndicate retains any and all right, title and interest in all of ClipSyndicate's intellectual property and other rights, including but not limited to the Service the Links, the ClipSyndicate video player, and the ClipSyndicate name, trademarks and other marks and all components thereof. You expressly agree and acknowledge that ClipSyndicate's Content licensors retain any and all right, title and interest, including copyright, in the Content and any identifying marks of the Content licensor.

7. Termination: ClipSyndicate may terminate the use, distribution or availability of some or all Content and/or the Service to you at any time for any reason, upon notice sent to the email address you provided at registration ("Termination").

8. No Warranty: Publisher agrees that its use of the Content, Links and the Service is on an "as is" basis, as it is offered from time to time, and ClipSyndicate does not make any representation, warranty, or covenant regarding the Content or the Service. ClipSyndicate hereby disclaims any and all express and implied warranties as to any matter including, but not limited to, implied warranties of fitness for a particular purpose, merchantability, non-infringement, title, and otherwise to the fullest extent permitted by law.

9. Limitation of Liability: Under no circumstances shall ClipSyndicate or its Content licensors be liable to any Publisher or any other party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages) arising from or related to the delivery (or non-delivery) of the Service or the Content (including such damages incurred by third parties), such as, but not limited to, loss of revenue, or anticipated profits or lost business. Under no circumstances shall ClipSyndicate be liable for damages to any Publisher for any dollar amount.

10. Indemnification: You agree to indemnify fully and hold harmless ClipSyndicate its Content licensors and each of their respective officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns (the "ClipSyndicate Indemnitees") from and against any and all claims, damages, liabilities, fees or the like brought by end users of your Web Properties, advertisers on your Web Properties, or other third parties arising out of or related to use of the Service, Content or Links on or through your Web Properties and/or for the distribution of the Content or Links on or through your Web Properties through the Service, and/or for breach of any part of these Terms of Service.

11. Relationship of Parties: The parties hereto are independent contractors, and nothing in this Agreement shall be construed as creating an agency, partnership, joint venture or any other form of legal association between the parties.

12. Enforceability: If any provision, clause or part of these Terms of Service, or the application thereof under certain circumstances is held invalid or unenforceable for any reason, the remainder of these Terms of Service, or the application of such provision, clause or part under other circumstances shall not be affected thereby.

13. Successors: The Parties agree that Terms of Service shall be binding upon the successors and assigns of each Party and shall inure to the benefit of, and be enforceable by, such successors and assigns, and any officers or directors thereof.

14. Waiver: The Parties agree that a Party's failure at any time to require performance of any provision of this agreement shall in no way affect such Party's right at a later time to enforce the same. No waiver by a Party of a breach of a term contained in this agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of such breach of any other term of this agreement.

15. Applicable Law: Any claim, action, complaint, dispute, litigation or the like brought against ClipSyndicate or any ClipSyndicate Indemnitee by any Publisher or by any end user of Publisher's Web Properties, including without limitation regarding these Terms of Service, their interpretation, performance or any breach thereof: (i) shall be construed in accordance with, governed by, and all questions with respect thereto shall be determined by, the laws of the State of New York applicable to contracts entered into and wholly to be performed within said state, (ii) shall be adjudicated solely in the state or federal courts located within the State of New York, and (iii) Publisher and its end users hereby waive any objection to the foregoing provisions of this Subsection.

16. Other Provisions: ClipSyndicate may change these Terms of Service at any time and from time to time. These Terms of Service supercede and cancel all other prior oral or written agreements or understandings with regard to the subject matter hereof.

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