This Agreement governs the terms by which Howcast users selected as Directors contribute video clips (“Directors Clips”) to members of the Howcast community through the website located at www.howcast.com (the “Site”). This is a legal agreement between Director (“You”) and Howcast Media, Inc. (“Howcast” or “Us”), operator of the Site. You have read and understood the Howcast Terms of Use (a copy of which can be found at http://www.howcast/com/company/tos). You hereby agree to abide and comply with the Howcast Terms of Use. If there is any conflict between any provision of this Agreement and the Howcast Terms of Use, this Agreement shall prevail. Capitalized terms not defined here shall have the meaning set forth in the Howcast Terms of Use.

This Agreement becomes effective when you are selected as a Director by Howcast and remains in full force and effect until terminated in accordance with its terms. If at any time you no longer agree to the terms and conditions of this Agreement, you must terminate this Agreement in accordance with the termination procedures set forth below under “Term and Termination”.

BECOMING A HOWCAST DIRECTOR

In order to become a Howcast Director, you must submit the requested personal information along with a video clip for our editorial team to review and rate. Howcast shall not make any payment to you unless and until your video clip is accepted and you provide Howcast with all necessary and appropriate information. Howcast in its sole discretion may reject your application or any individual video clips you submit in your initial application or after you become a Director. If your application to become a Director is rejected, you may reapply; however, Howcast reserves the right to limit the number of times any individual applies or to prohibit any applicant from reapplying. If you are selected as a Director, Howcast may limit the number of Directors Clips you submit to the Site for Howcast to review, rate and categorize, based on the number of views of your Directors Clips on the Site or other constraints on the Site and Howcast. You may, however, submit an unlimited number of video clip User Submissions which are not Directors Clips to the Site.

Director shall produce the Directors Clips in accordance with Howcast’s specifications available at [URL] (the “Howcast Specifications”), which include the use of Howcast’s proprietary music, voice overs, scripts, logos, graphics, style guide, releases (if required) and software (collectively known as the “Production Pack”). Director shall upload Directors Clips in accordance with the Howcast Specifications. All Directors Clips shall include the Howcast branding indicia as specified by Howcast, as well as original material created by Director, and shall cover the specific subject matter designated by Howcast. Except for the Production Pack, Director shall provide or obtain all necessary production services and materials (including video, editing, and talent), as specified in the Howcast Specifications. Director understands and agrees that Howcast shall have final approval over all elements and content (including but not limited to all creative aspects thereof and all audio, video, texts, and graphics) of the Directors Clips, including without limitation the Howcast Specifications.

Each time you upload a Directors Clip to the Site, you are and confirm your agreement to be governed by the terms and conditions of this Agreement. You acknowledge that you may not upload any material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to the Site. In the event Howcast becomes aware that any of your Directors Clips is alleged to violate any intellectual property or other rights of any third party, Howcast will notify you of the alleged violation and may terminate your Director status or allow you to cure such violation by removing such Directors Clips. Howcast may at its sole discretion remove Directors Clips which are alleged to violate third party intellectual party rights at any time.

OWNERSHIP

All Directors Clips shall be considered works-made-for-hire for Howcast, and Howcast shall exclusively own all right, title and interest in and to the Directors Clips and all related intellectual property rights therein, whether now known or hereafter existing, throughout the world, including but not limited to copyrights and moral rights, trademarks, service marks, brand identifiers, trade name rights, trade secrets and know how, patents, and designs. Director hereby makes and agrees to make a full, irrevocable assignment to Howcast of all right, title and interest in and to the Directors Clips. Howcast shall be deemed the creator and author of the Directors Clips and all intellectual property rights related thereto. Howcast may utilize, distribute and otherwise exploit the Directors Clips in any manner and in any media now known or hereafter existing, including on venues other than the Site and for promotional, editorial and educational purposes, including but not limited to online tutorials, blogs and featured areas on the Site.

All material and content contained on the Site including, but not limited to graphics, images, logos, articles, videos, music, animations, audio and digital clips, photographs, illustrations, icons, and the compilation of all content on the Site, are the property of Howcast and/or third parties and are protected by United States and international laws. All trademarks, service marks, and trade names are proprietary to Howcast and/or third parties. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed by you in any way. Howcast (or third party licensors) retain full and complete title to the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") using which your Directors Clips are uploaded to the Site and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

LICENSE GRANT

In the event you download the Software from the Site, the Software is licensed to you by Howcast or third party licensors for your use only. In no event shall title of the Software be transferred to you.

HOWCAST SERVICES

Howcast may provide services to assist users in locating Directors Clips, including categorizing Directors Clips by subject matter to enable users to search the Site and rating Directors Clips by artistic quality. Such categorizations and ratings do not guarantee that Directors Clips contributed by you will achieve any level of views. You acknowledge and agree that Howcast and Howcast users may categorize and rate all Directors Clips contributed by you, change such categorizations and ratings or the methodology used to generate them at any time, return search results and ratings in any order and in any timeframe, and reject and remove Directors Clips for quality or other reasons. You may provide keywords for your Directors Clips, provided, (i) you may not provide inaccurate keyword information or otherwise attempt to artificially manipulate the categorization and ratings of your Directors Clips, and you agree that any attempts to do so are grounds for termination of your Director status and your Howcast User account, and (ii) you acknowledge that Howcast may delete or otherwise amend your keywords in its sole discretion.

TERM AND TERMINATION

The term of this Agreement shall become effective upon Howcast’s selection of you as a Director and shall continue in effect until either party notifies the other party of its intent to terminate at least thirty (30) days in advance in writing for any reason or no reason. Upon termination of this Agreement, you may terminate your Howcast user account and your video clip User Submissions will be deleted within a commercially reasonable time after such termination; however, you understand and agree that Howcast is the sole and exclusive owner of all Directors Clips and retains all right, title and interest therein after any termination of this Agreement. Termination of this Agreement shall not prejudice Howcast’s rights, defenses and limitations of liability provided under this Agreement or the Howcast Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. The following provisions of this Agreement shall survive termination of this Agreement: Ownership, License Grant, Howcast Services, Term and Termination, Compensation, Taxes, Permissions, Confidentiality, Representations and Warranties, Disclaimer of Warranties, Limitation of Liability, Indemnity, Applicable Law and General.

COMPENSATION

As the sole consideration for the assignment and rights grant to Howcast under this Agreement, Howcast will pay Director a one-time fee of US$50.00 (the “Advance”) for each Directors Clip accepted by Howcast for display and distribution on the Site. Howcast may in its sole discretion offer additional revenue share payments based on Howcast’s net revenues from advertisements included within, preceding or following a Director Clip in the event such Director Clip reaches viewing thresholds determined by Howcast from time to time (“Bonus Payments”) in accordance with the current Bonus Payment Guidelines available at INSERT URL.

TAXES

You shall be solely responsible for all tax obligations due to all taxing authorities arising from or in connection with you participation as a Director, including, without limitation, federal, state, and local withholding taxes, and other such taxes and deductions ("Taxes") with respect to any earnings or payments made hereunder whether or not Howcast legally is required to deduct said Taxes from the payments due to you hereunder. You must provide Howcast a properly completed and executed IRS Form W-9 (or an IRS Form W-8 if you are a non-U.S. person). If you do not provide Howcast an IRS Form W-9 (or an IRS Form W-8 if you are a non-U.S. person), payments to be made to you will be subject to backup withholding at a 28% rate. You understand and agree that Howcast may withhold any applicable Taxes from any payments due to you and will report the proper amounts to the appropriate governmental authority. You agree to indemnify and reimburse Howcast from any claim or assessment of Taxes by any foreign, federal, state, and/or local taxing authority, and any other damages, arising from or in connection with the operation of this paragraph.

PASSWORDS

You agree that your login ID and password are to be used solely by you and that you will not share your login ID or password. Protecting the security of each login ID and password shall be your sole and exclusive responsibility, and Howcast or its affiliates shall have no responsibility in connection therewith.

PERMISSIONS

Director may hire subcontractors to develop portions of the Directors Clips provided that the form of contract used by Director for any individual or entity employed by Director in the development of the Directors Clips shall include language sufficient to allow Director to grant to Howcast the rights granted herein and make the assignments to Howcast made herein. It is understood and agreed that Director shall remain in all respects responsible for all work performed by such subcontractors and for the development and completion of the Directors Clips and all duties and obligations under this Agreement to be undertaken by Director.

REPRESENTATIONS AND WARRANTIES

You represent and warrant as follows:

You are at least eighteen years of age, or an emancipated minor, and are fully able and competent to accept, make, and/or perform the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement.

You have the legal capacity and authority to enter into this Agreement, are the sole and exclusive owner of all Directors Clips (other than the Production Pack) you produce, have the right to grant all of the rights contemplated to be provided under this Agreement, and have not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement.

All content you upload hereunder (other than the Production Pack) is your original creation and does not infringe any copyright, trademark, or other intellectual property or proprietary right of any party or the right of privacy or right of publicity of any party, defame any third party, or contain pornographic, violent or hate-based imagery in violation of the Howcast Terms of Use. You warrant that you own all proprietary rights, including copyright, in and to the Directors Clips you upload (other than the Production Pack).

All Content you upload is and will be free of any virus, worm, trojan horse, or other mechanism or device that may circumvent, disable, defeat or block, or impair in any way any portion of the Site, Directors Clips or any other hardware or computer system.

You represent and warrant that if you upload content that contains an image of any person or people, product, or identifiable property or location that might reveal the identity of or be required by the owner of such property, you have obtained valid and binding releases, including but not limited to talent, product placement, or location releases, as necessary, from all required parties that permit the Directors Clips to be used as described in the Howcast Terms of Use. Submission of falsified release forms or failure to submit valid and binding release forms when such forms are required are grounds for revocation of your Director status and termination of your Howcast account.

SITE OPERATION

Howcast will use reasonable efforts to maintain the Site and related servers and equipment in good working order. Howcast will use reasonable efforts to ensure that the Site is available 24 hours a day 7 days a week. However, there will be occasions when the Site will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Howcast to minimize such disruption where it is within Howcast's reasonable control. YOU AGREE THAT NEITHER HOWCAST NOR THE SITE WILL BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SITE OR HOWCAST’S SERVICE(S).

DISCLAIMER OF WARRANTIES

ALTHOUGH HOWCAST AND THE SITE WILL MAKE REASONABLE EFFORTS TO STORE AND PRESERVE THE MATERIAL ARCHIVED ON THE WEBSITE, NEITHER HOWCAST NOR THE SITE IS RESPONSIBLE OR LIABLE IN ANY WAY FOR THE FAILURE TO STORE, PRESERVE OR ACCESS DIRECTORS CLIPS OR OTHER MATERIALS YOU UPLOAD TO THE SITE. YOU ARE STRONGLY URGED TO TAKE MEASURES TO PRESERVE COPIES OF ANY DATA, MATERIAL, CONTENT OR INFORMATION YOU POST OR UPLOAD ON THE SITE. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UPS OF YOUR DIRECTORS CLIPS.

EXCEPT AS EXPLICITLY PROVIDED HEREIN, THE SITE AND THE MATERIALS PROVIDED HEREIN ARE PROVIDED ON AN "AS IS" BASIS. HOWCAST DOES NOT REPRESENT OR WARRANT THAT THE MATERIAL PROVIDED WILL BE UNINTERRUPTED OR ERROR-FREE. HOWCAST IS NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENT OF OTHER SERVICES THAT MAY BE LINKED TO THE SITE OR THE INACCURACY OR INCOMPLETENESS IN TUTORIALS OR OTHER INSTRUCTIONAL CONTENT ON THE SITE, SEARCH RESULTS OR RATINGS OF CONTENT ON THE SITE. ANY TUTORIALS PROVIDED BY THE SITE SHOULD NOT BE USED AS A SUBSTITUTE FOR ADVICE FROM A QUALIFIED LEGAL OR OTHER PROFESSIONAL. HOWCAST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE SITE, THE SOFTWARE, OR THE PRODUCTION PACK WILL (I) BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) BE FREE FROM ERRORS OR THAT DEFECTS WILL BE CORRECTED, (IV) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SITE, THE SOFTWARE, THE PRODUCTION PACK AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. USE OF THE SITE IS AT YOUR RISK. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HOWCAST OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE FULLEST EXTENT ALLOWED BY LAW, HOWCAST DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL OR SERVICES PROVIDED ON THE SITE. BY USING THE SITE, YOU ACKNOWLEDGE THAT HOWCAST IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SITE; (2) DOWNLOADING INFORMATION OR MATERIALS CONTAINED ON THE SITE; (3) STATISTICS PROVIDED TO YOU OR USERS OF THE SITE INCLUDING BUT NOT LIMITED TO SITE ACTIVITY, SEARCH RESULTS, AND CLIP VIEWS, (5) CONTENT POSTED IN ANY FORUM OR COMMUNITY AREA OF THE SITE; (6) UNAUTHORIZED DISCLOSURE OF INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF DIRECTORS CLIPS, (7) THE TEMPORARY OR PERMANENT INABILITY TO ACCESS OR RETRIEVE ANY DIRECTORS CLIPS FROM THE SITE, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM.

YOU FURTHER ACKNOWLEDGE THAT EXCEPT AS EXPLICITLY PROVIDED HEREIN, HOWCAST DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS THAT THE RESULTS OBTAINED FROM USE OF THE SITE WILL MEET YOUR EXPECTATIONS OR WILL BE SATISFACTORY IN ANY WAY.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER HOWCAST, THE SITE, NOR THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR MEMBERS SHALL BE LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER THAT RESULT FROM USE OF (OR INABILITY TO USE) THE SITE OR SERVICES, INCLUDING BUT NOT LIMITED TO: (1) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (2) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, DIRECTORS CLIPS OR OTHER INTANGIBLES; (3) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS; (4) DAMAGES RELATED TO DOWNLOADING INFORMATION OR POSTING INFORMATION; AND (5) DAMAGES RESULTING FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER CONTAMINATION OR DESTRUCTIVE PROGRAMS. HOWCAST’S AND THE SITE'S COLLECTIVE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO $1000.

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 HOWCAST OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

INDEMNITY

You agree to indemnify, defend and hold harmless the Site, Howcast and their affiliates, directors, officers, employees, agents, shareholders, members, affiliates and partners from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable legal fees and expenses) arising from or relating to (i) your use of the Site and/or any material or content you upload, download, post or transmit through the Site; (ii) your breach of the terms and conditions of this Agreement or any representation, warranty or covenant made by you herein; (iii) your violation of any applicable law, statute, ordinance, regulation or any third party's rights, including but not limited to, copyright infringement, harm to a third party's trademark or other intellectual property rights, or any claim of defamation, libel or slander; or (iv) any other action or inaction of yours related to this Agreement, including but not limited to actions or inactions relating to workplace or production set health or safety. This obligation survives indefinitely the termination and/or expiration of this Agreement.

INDEPENDENT CONTRACTOR

Notwithstanding any provision hereof, for all purposes of this Agreement Director is, and shall remain, an independent contractor with respect to services performed pursuant to this Agreement. Nothing contained herein shall be construed to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party. All people who are engaged by you hereunder shall be your employees or contractors and shall perform their services under your direction and control. You are solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort. You shall be solely responsible for making any and all payments due to your employees or contractors.

APPLICABLE LAW

Any disputes arising out of or relating to this Agreement shall be resolved in accordance with the laws of the State of New York, without regard to its conflict of law rules. The parties hereby consent to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any New York State court located in the County of New York, New York in all disputes arising from or relating to this Agreement or your access to or use of the Site and/or services provided by Howcast.

GENERAL

This Agreement and the Howcast Terms of Use and Privacy Policy as modified from time to time, constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of both parties. Howcast may assign this Agreement in whole or in part at any time without your consent. This Agreement is personal to you and you may not assign this Agreement or delegate any of its obligations hereunder. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. If any portion of any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect. Headings used in this Agreement are for convenience only and have no legal or contractual significance. You may contact Howcast regarding this Agreement at legal@howcast.com.