Contributor Agreement (Non Exclusive)

This Agreement governs the terms by which the Contributor who has supplied complete contact information (hereinafter Contributor) supplies stories and other information on a non-exclusive basis to PhotoLicensingOptions.com (hereinafter Distributor).

1 - Background of Agreement

1 - This is a legal agreement between the Contributor and Distributor. The Distributor operates an Internet site that is designed to publish stories on all aspects of the creation and marketing of images, to make these stories available to the public and to charge a fee for each time a story is read. The Contributor wishes to supply stories and other content to this site and appoint PhotoLicensingOptions.com as its non-exclusive agent to license, sublicense and distribute Content (as defined below) produced by the Contributor on the terms and conditions set forth in this Agreement.

2 - Upon accepting the terms of this Agreement, the Contributor may make Content available to Distributor by following the “Upload” procedures and policies identified on the relevant portion of the Site.

3 - This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By ticking the correct box at the end of this Agreement and typing “I agree”, you thereby agree to be bound by the terms of this Agreement. We encourage you to print a copy of the Agreement for your records.

4 - This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable the Contributor must follow the termination procedures set forth below under “Term and Termination”.

2 - Provision of Content

1 - The parties acknowledge that the Contributor may, from time to time, provide information and Content to Distributor using the Upload procedures of the site. Distributor, in its sole discretion, may determine which of such Content is suitable for posting on the Site.

2 - In addition to the terms of this Agreement, the parties acknowledge that the provision of all Content is subject to the policies and procedures outlined in the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable Content outlined in the Site will be deemed to be a breach of this Agreement.

3 - Grant of Authority

1 -The Contributor hereby appoints Distributor non-exclusive agent to license rights worldwide to read the content according to terms in the User Agreement. Distributor will collect and remit funds to Contributor according to the terms set forth in this Agreement.

2 - The Parties agree that all rights, including title and copyright, in and to the uploaded Accepted Content will be retained by the Contributor or the Copyright holder, and no title or copyright is transferred or granted in any way to Distributor or any third party except as provided in this Agreement.

4 - Intellectual Property Matters

1 - By uploading Content, Contributor warrants that he/she owns all proprietary rights, including copyright, in and to the Content with full power to grant the rights contemplated to be provided in the Content License Agreement or distribution partner license agreements. In addition, to the extent that the Content contains images of people or persons, Contributor represents and warrants that he/she has obtained the right to use this material.

2 - The Contributor agrees that neither PhotoLicensingOptions.com nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of any Content.

5 - Compensation

1 - Distributor agrees to pay the Contributor a portion of the fees collected from end-users. Distributor will pay the Contributors 75% of the gross fee collected provided the contributor has uploaded at least two stories prior to June 30, 2010 and will continue to pay that rate on all monies collected until January 1, 2013. After that date the royalty rate will be 65%. For all Contributors who join and begin contributing stories after June 30, 2010 Distributor will pay a royalty rate of 65%.

2 – Distributor will have the sole right to set the price of credits and to modify the rate schedule from time to time.

3 - The Contributor will have the sole right to determine the number of credits required to read any one of the Contributor’s stories and to adjust that number at any time. Different rates may be set for different stories.

4 - Contributors will be paid monthly, on or about the 15^th day of the month, provided such fees aggregate a minimum of US$100, failing which fees owing will be retained until they exceed such minimum.

5 - In all cases, payment of fees to the Contributor will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) where purchases or licenses are by other than the credit system, fees payable to financial institutions for the processing of any credit card, debit card or alternative payment method

6 - Passwords

1 – Contributor acknowledges and agrees to be responsible for each and every access or use of the Upload portions of the Site that occurs in conjunction with your Contributor Name and password, and that Distributor is authorized to accept your Contributor Name and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. Distributor shall have no liability or responsibility to monitor the provision of Content under your member name and password.

7 - Managing Content

1 - Contributors will be provided with a password that allows them to add new story information, edit that information at any time and to delete a story if necessary. Distributor reserves the right to delete, move, refuse to accept or edit any Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion. Distributor shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. Contributor acknowledges that any screening of Content performed by Distributor to determine Accepted Content is done as a courtesy only.

8 - Representations and Warranties

The Contributor hereby represents and warrants as follows:

1 - The Contributor has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Content, or has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement;

2 - No portion of the Content as delivered to PhotoLicensingOptions.com from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way;

3 - The Content will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Content; and

4 - The Content delivered to PhotoLicensingOptions.com in no way infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.

9 - Indemnity

1 – Contributor agrees to indemnify, defend and hold Distributor and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any PhotoLicensingOptions.com Party as a result of or in connection with: (i) any breach by you of this Agreement; or (ii) any claim threatened or asserted against any PhotoLicensingOptions.com Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party.

2 - Distributor reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Distributor’s defense of such claim.

10 - Term and Termination

1 - This Agreement is effective until terminated. Contributor may terminate this Agreement at any time and delete all its Content from the site. Distributor has the right to delete at any time any story it, in its sole discretion, finds inappropriate and it may terminate this Agreement at any time.

11 - Effect of Termination

1 - Upon the termination of this Agreement, the grant of authority given to Distributor shall cease but in accordance with this Agreement Distributor shall continue to pay compensation due to the Contributor in respect of licenses granted prior to the termination and removal of Content. Termination of this Agreement shall operate without prejudice to the Distributor’s rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

12 - DISCLAIMER OF WARRANTIES

1 - THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY PHOTOLICENSINGOPTIONS.COM “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. PHOTOLICENSINGOPTIONS.COM DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

2 – PHOTOLICENSINGOPTIONS.COM DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

13 - LIMITATION OF LIABILITY

1 – YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

2 - IN NO EVENT SHALL PHOTOLICENSINGOPTIONS.COM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF PHOTOSLICENSINGOPTIONS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

3 - IN ANY EVENT, PHOTOLICENSINGOPTIONS.COM’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY PHOTOLICENSINGOPTIONS.COM FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) UNITED STATES DOLLARS.

4 - SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF PHOTOLICENSINGOPTIONS.COM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13 - Applicable law

1 - The Site is controlled, operated and administered by PhotoLicensingOptions.com, Rockville, Maryland, USA. The Site can be accessed from all countries around the world. As each of these jurisdictions has laws that may differ from those of the Maryland, you acknowledge and agree that this Agreement will be governed under the laws of the Maryland and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Maryland with respect to the subject matter of this Agreement. 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.

2 - You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site. You agree to waive any right you may have to (i) trial by jury; and (ii) to commence or participate in any class action against PhotoLicensingOptions.com related to the Site, this Agreement or any agreements contemplated hereby.

3 - Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Rockville, Maryland.

15 -General

1 – PhotoLicensingOptions.com’s 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.

3 - This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without PhotoLicensingOptions.com’s prior written consent. PhotoLicensingOptions.com may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

4 - 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.

5 - This Agreement can be amended by the written agreement of the parties or by PhotoLicensingOptions.com posting amendments on the Upload portion of the Site. Continued provision of Content or failure to terminate this Agreement within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by the Contributor and it will be incorporated by reference into this Agreement.

16 - Contact

If you have concerns relating to this Agreement, please contact PhotoLicensingOptions.com, 112 Frederick Avenue, Suite H, Rockville, MD 20850, tel: 301-251-0720 email:jim@scphotos.com

17 - 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 PHOTOLICENSINGOPTIONS.COM AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED 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 PHOTOLICENSINGOPTIONS.COM WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND PHOTOLICENSINGOPTIONS.COM RELATING TO THE SUBJECT OF THIS AGREEMENT.