PICTUREDOT.COM USAGE AGREEMENT This agreement is entered into by and between Matrix Productions, Inc. doing business as PictureDot.com hereafter referred to as "Us", "We", "Our" or "PictureDot.com" and You the individual hereafter referred as "You", "Your" or "Account Holder". 1. DEFINITIONS a. Material(s): images, photos, sound or music recordings, or video clips in physical or digital format You provide to Us via electronic or conventional means. b. Site(s) or The Site(s): Our World Wide Web sites residing at but not limited to www.picturedot.com c. User(s): Any person(s) who accesses and or uses Our products or Services d. Compilation(s): A collection of Materials provided from one or more Account Holders, grouped together by Us and made available to Users for free or charge. 2. LICENSE a. By providing Us Material You hereby grant Us a nonexclusive, royalty-free license and right to: 1. Publicly perform, electronically broadcast, display, distribute and or duplicate any and all Materials in whole or in part. 2. Use Materials in whole or in part for promotion of Our own or Your products and services. 3. Reformat, convert or duplicate Materials into formats other than the Materials original format. 4. Include Materials in whole or in part in Compilation(s) 5. Use names, licensees or individuals, trademarks, trade names or service marks in a positive manner that will be beneficial for You or Us. b. We acknowledge that the Materials are solely the property of you the Account Holder and You retain all ownership of materials. c. Under no circumstances shall the provisions of this Agreement be deemed to require US to engage in any activities that could, in the reasonable discretion of Ours, result in a financial loss to Us 3. WARRANTIES a. You represent and warrant that: 1. You have the right and authority to enter into this Agreement. 2. You are the legal owner of all Materials and that all Materials in whole or in part are your original works. 3. To the best of your knowledge, the Materials do not infringe upon or misappropriate the proprietary rights of any other person or organization and do not violate any laws, regulations, or ordinances. 4. All Materials are free of computer viruses and or any type of programming code that could potentially disrupt the operation of, alter or destroy any hardware or data. b. We represent and warrant that: 1. We have the right and authority to enter into this Agreement. 2. We will, to the best of our ability, accurately replicate, display and present the Materials. 4. INDEMNIFICATION a. We are providing Our products and service AS IS without warranties. b. You shall defend, indemnify, and hold Us and Our Users harmless from and against any and all liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable legal fees and expenses) arising from the breach by You of any of the terms of this Agreement or any of the representation and warranties contained herein, the actual or alleged infringement of any proprietary rights arising out of Our reproduction, sale, distribution, or any other use of the Materials pursuant to this Agreement. c. All materials upload to Your account on The Site are Your responsibility and You agree to hold Us and Our owners harmless for any materials uploaded that may become lost, deleted or in accessible. We strongly suggests that You keep a copy of all images uploaded on Your computer for safe keeping. d. Free membership account will be limited to #CoBrand_FreeMemMaxPictures# images, #CoBrand_FreeMemMaxVideos# video clips and #CoBrand_FreeMemMaxAudios# audio clip. Paying memberships will be limited based on the number of images and video clips specified by the membership terms. e. We claim no liability for any and all claims, whether in contract, tort or otherwise, arising out of, connected with, or resulting from the use or distribution of the Materials or the provisions of this Agreement. IN NO EVENT SHALL WE BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES. 5 ACCOUNT HOLDER PROVIDED MATERIALS TERMS a. MATERIALS NOT ALLOWED Any Account Holders account will be permanently deleted immediately, without notice, regardless of account type without refund if the account contains, but not limited to, materials displaying or portraying any of the following: 1. Sexually explicit acts. 2. Displaying or portraying a minor in a sexually explicit way. 3. The account holder does not own the legal rights to the materials. 4. Displaying advertisements, URLs, email addresses, phone numbers or any other markings that would deem the materials as promotional materials. b. PRIVATE MATERIALS All materials, not described on section 3a, must be marked as Private by the account holder if materials display or portray any of the following: 1. Nudity including but not limited to genital areas. 2. All Private Materials must only be accessible from The Site if the User is first prompted for a password provided by. You before the User is able to view materials. Example: A password protected Online Picture Album. 3. Passwords to view Private Materials must NOT be made publicly available on The Site. c. PARENTAL WARNING MATERIALS All materials, not described on section 3a or 3b, must be marked with a Parental Warning by the account holder if materials display or portray any of the following: 1. Partial nudity. 2. Translucent garments. 6. TERMINATION a. This Agreement may be terminated by either party immediately by either party by deleting the account without notice for any reason. b. Upon termination all Materials must be removed from the Site. If for any reason you cannot or will not remove Materials We will remove the Materials within 30 business days after the termination date. c. Upon termination we release all license rights of this Agreement excluding specific license rights under the following conditions: 1. We retain the right to distribute and or sell any and all Compilations containing any Materials in whole or in part produced prior to the termination date. 2. We retain the license right to continue any and all promotions containing Materials, in whole or in part, initiated prior to the termination date. 3. We retain the right to fulfill any orders placed by Users prior to the termination date. 7. GENERAL PROVISIONS a. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Iowa. b. We shall not be in breach of this Agreement in the event we are unable to perform Our obligations under this Agreement as a result of natural disaster, war, emergency conditions, labor strife, the failure or substantial failure of the Internet, or other reasons or conditions beyond its reasonable control. c. All demands, request and notices under this Agreement shall be in writing and served by US Postal Services or by electronic mail. 8. RIGHT OF REFUSAL We reserves the right to refuse access and or service to anyone for any reason deemed necessary by Us and Our owners without limitations. We may terminated services rendered by Us at any time, without notice, for any reason. We also may modify and or update this agreement at any time.