Video Services Agreement last updated June 1, 2013

This Video Services Agreement (this “Agreement”) is between a Client and a Creative, as each such term is used on the website at www.engagewithcontent.com (the “Website”). Client and Creative agree that this Agreement will govern the engagement of Creative for services and related deliverables (collectively, “Services”) by Client for a video creation project via the Website (the “Project”). In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree as follows:

1. Engagement and Scope of Services.

a. Creative’s submission of a proposal (as such term is used on the Website) for a Project constitutes an offer to provide Services and related deliverables under the terms of this Agreement, and Client’s initial payment following acceptance of such a proposal via the Website constitutes an acceptance of such offer under the terms of this Agreement. This Agreement becomes effective with respect to particular Services upon Client’s acceptance of the proposal relating to such Services. For purposes of this Agreement, the Services subject to this Agreement include the services set forth in the proposal for a Project and any other services subsequently agreed to be provided by Creative or actually provided by Creative with respect to the Project.

b. Unless otherwise agreed in writing by Client and Creative, the realization of each Project will occur via a process that involves the development, revision, and acceptance of the following Project Deliverables (as such term is defined below) using the Website: (i) scripting; (ii) voiceover; (iii) style frame(s); (iv) storyboard; (v) video; and (vi) music and sound effects. An initial draft and up to two revisions of each Project Deliverable will be provided by Creative to Client.

c. Unless otherwise specified in a Project description or a proposal for a Project or otherwise agreed to by the parties in writing, Creative will be responsible for all equipment, copies, media, and other material necessary to provide the Project Deliverables.

d. “Project Deliverables” means the deliverables, ideas, concepts, processes, methods, branding, inventions, innovations, improvements, methodologies, designs, documentation, materials, software and programming code, and any works of authorship in any form or media and all components, parts, copies, version, enhancements, modifications, and derivative works thereof that Creative may conceive, develop, or create in the course or as a result of performing services for Client, and whether or not eligible for patent, copyright, trademark, trade secret, or other legal protection.

e. Client will be solely responsible for video hosting and website integration.

2. Client Provided Assistance.Client will perform the obligations identified for it in the proposal for a Project or any obligations subsequently undertaken by Client with respect to the Project.

3. Payment and Process.

a. General. Client will pay Creative via cash, direct deposit or cheque in the name of Engage Content Labs Ltd. Creative and Client acknowledge that Engage Content Labs (“Engage Content Labs”), as the owner and operator of the Website, will receive a commission (the “Commission”) on amounts paid by Client and that, accordingly, the amounts received by Creative for Services will be less than the Proposal Price (as defined below) and the amounts paid by Client. Client’s payments via cash, direct deposit or cheque in the name of Engage Content Labs Ltd, Engage Content Labs’s Commission, the amounts remitted to Creative, and any refunds are all subject to the terms of use for the Website (the “Terms of Use”). As of the date of this Agreement, Engage Content Labs’s Commission is 20% of all amounts paid or payable by Client for a Project (with a credit for the listing fee but irrespective of any refunds for Project cancellations). Client and Creative acknowledge that under the Terms of Use, each has agreed not to circumvent the Website or these payment terms for a specified period of time and each is jointly and severally liable for any circumvention in violation of the Terms of Use.

b. Proposal Acceptance.Upon Client’s acceptance of a proposal for a Project, Client will pay 50% of the price for the Services set forth in the proposal (the “Proposal Price”) into the care of Engage Content Labs via cash, direct deposit or cheque in the name of Engage Content Labs Ltd.

c. Project Completion.Once Client has accepted, via the Website, all of the Project Deliverables identified in the Proposal, Client will pay the remaining 50% of the Proposal Price into the care of Engage Content Labs via cash, direct deposit or cheque in the name of Engage Content Labs Ltd. Client and Creative acknowledge that unless Engage Content Labs otherwise elects in its sole discretion, such payment by Client is a condition to Engage Content Labs allowing Client to download the completed Project via the Website.

d. Creative Payment after Project Completion.After Client has paid the balance of the Proposal Price as specified above, Engage Content Labs will remit the Proposal Price, less the Commission, to Creative.

e. Accounts.Because payments by Client to Creative are made via the Website, Client and Creative will each open and maintain at least one account with a payment processing and billing service provider supported by the Website. Each of Client and Creative agrees to bear and pay all the fees and charges it may incur through such service provider accounts at the rates in effect from time to time.

f. Project Cancellation.

i. Cancellation by Client.

1. Client may cancel a Project by (and only by) giving notice to Creative via the Website.

2. If Client cancels without having accepted any Project Deliverables, Client will receive a full refund of amounts paid by Client for the Project, minus the Commission.

3. If Client cancels after having accepted one Project Deliverable, Client will receive a refund equal to 66% of the amounts already paid by Client for the Project, with the remainder, minus the Commission, due to Creative.

4. If Client cancels after having accepted two Project Deliverables, Client will receive a refund equal to 33% of the amounts already paid by Client for the Project, with the remainder, minus the Commission, due to Creative.

5. If Client cancels after having accepted three or more Project Deliverables, Client will not be entitled to a refund of any amounts previously paid by it for the Project and Creative will be entitled to receive such amounts, minus the Commission.

ii. Cancellation by Creative.Creative may cancel its obligation to complete the Project, by giving at least 10 days’ notice to Client via the Website. If Creative cancels, Client will receive a full refund of any amounts previously paid by it for the Project, minus any listing fees specified in the Terms of Use, and Creative will be due no monies for the Project.

iii. Deemed Cancellation. If a party fails to provide a substantive response to the other party for 30 or more consecutive days with respect to a Project, such other party may contact Engage Content Labs and request that Engage Content Labs treat the failure as a deemed cancellation by the non-responding party. Both parties agree to abide Engage Content Labs’s decision in this regard in its sole discretion, without any recourse or liability against Engage Content Labs. If Engage Content Labs determines that a deemed cancellation has occurred, then unless the parties agree otherwise in writing, with Engage Content Labs’s consent, the non-responding party will be treated for all purposes under this Agreement as having cancelled the Project and the parties authorize and request Engage Content Labs to make any adjustments to the Website and each party’s account or registrations with the Website as may be required or appropriate to implement such cancellation.

iv. If a Project is cancelled, Client will have no obligation to make further payments with respect to the Project and Creative will have no obligation to provide additional Services past the date of cancellation, except that upon Client’s request, Creative will collect and deliver to Client any completed or partially completed Project Deliverables (all of which will be deemed “Final Video” for purpose of Section 4(a) below) and, if the Project was canceled by Client (but not if the Project was cancelled by Creative), may require Client to pay for such materials on a reasonable time and materials basis.

g. Upon request by Client, Creative will promptly provide a completed Form W-9.

4. Proprietary Rights.

a. Ownership.

i. To the fullest extent permitted by law, all rights, title, and interest, including without limitation all Intellectual Property Rights (as defined below) in the completed Project work product, represented by the final Project Deliverable accepted by Client (together with all of its component elements, the “Final Video”), will be exclusively owned by Client, subject only to subsection 4(c) below relating to Pre-Existing Materials (as defined below). Moreover, the Final Video will be considered “work made for hire” under United States law. Accordingly, Client will acquire all rights, title, and interest in and to such Final Video as if Client were the author, creator, or developer of such Final Video, and Client will have the exclusive right to use, market, sell, modify, promote, display, distribute, and otherwise exploit the Final Video in its sole discretion for any purpose (including by adapting to new media and formats). For the avoidance of doubt, Creative will have no rights to use or otherwise exploit the Final Video except as provided in subsection 4(e) below. At Client’s request, Creative will collect and deliver to Client the source files for the Final Video, including its component parts (including without limitation pictures, sound tracks, drawings and text), subject to Client paying for the collection and delivery of such source files on a reasonable time and materials basis and subject to any applicable license restrictions on third-party Pre-Existing Materials.

ii. To the extent such Final Video is not considered a work-made-for-hire, Creative hereby grants, conveys, transfers, and assigns to Client all rights, title, and interest in and to the Final Video, including, without limitation, all Intellectual Property Rights. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure, and withdrawal, and other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Creative hereby waives such Moral Rights. In connection with the foregoing, Creative hereby agrees to provide Client and any persons designated by Client reasonable assistance required to perfect such right, title, and interests or to confirm such waivers and consents. The assignment contained herein will be sufficient evidence of the transfer to Client of the Final Video and may be submitted to the U.S. Copyright Office or the U.S. Patent and Trademark Office and other country’s respective copyright, patent, and/or trademark offices evidencing Client’s ownership of same.

iii. To the extent necessary, Creative agrees to sign any further documents necessary to confirm the rights granted and assigned by this Section, including, but not limited to, any appropriate copyright-, trademark-, and patent-related documents, materials, assignments, and applications.

iv. Creative will retain all Intellectual Property Rights in all Project Deliverables not included in the Final Video and in any other interim work product (including any rejected designs, documentation, raw video and project files, audio or verbal scripts, preliminary concepts, and works in progress), but unless otherwise expressly set forth in this Agreement, Creative may not use any such Project Deliverable or other interim work product in a manner (A) that would infringe upon any Intellectual Property Rights or other rights of Client in its trademarks, in the Final Video, in any Pre-Existing Materials of Client, or in any other Client originated materials provided to Creative) or (B) that would violate any obligations of confidentiality to Client under this Agreement or otherwise.

b. Intellectual Property Rights.“Intellectual Property Rights” means all patents (including patent applications and disclosures), copyrights (including copyright registrations and applications), trade secrets, moral rights, trademarks (including trademarks, service marks, trade dress, and trade names registrations and any applications therefore), know-how, and any related or other rights and interests or other intangible assets recognized under any laws, regulations, or international conventions, in any country or jurisdiction in the world.

c. Pre-Existing Materials.Pre-Existing Materials will be and remain at all times the property of the Pre-Existing Materials-providing party (“Providing Party”) and/or its suppliers. The Providing Party may include in the Project Deliverables appropriate proprietary rights legends with respect to any Pre-Existing Materials contained therein and neither Creative nor Client, directly or indirectly, will delete or modify such legends from any Project Deliverable. Notwithstanding Providing Party’s ownership of any Pre-Existing Materials, to the extent such Pre-Existing Materials are incorporated into the Final Video, Creative hereby grants to Client an irrevocable, worldwide, perpetual, non-exclusive, non-transferable, non-sublicenseable, royalty-free right and license to use any such Pre-Existing Materials provided by Creative to enable Client to use and fully exploit the Final Video as contemplated by this Agreement.

d. “Pre-Existing Materials” means a Client or Creative’s software, tools, or other pre-existing materials, which were (i) created or licensed by the Client or Creative prior to the effective date of this Agreement or outside the scope of this Agreement (meaning, in the case of Creative, not developed, created or licensed by Creative for purposes of the Services or the Project or otherwise under this Agreement) or (ii) licensed by Creative from a third party for purposes of the Services or Project (but only if such license is disclosed by Creative to Client and Client consents to Creative’s use of the licensed material), which either may use in performing its obligations under this Agreement.

e. Client grants Creative (and its successors, assigns and affiliates) a non-exclusive, limited license to use the Final Video, or portion thereof (including screenshots and including the Client’s name and any embedded trademarks or service marks), for demonstration, sample and marketing purposes, including without limitation the right to display such material on Creative’s website. The foregoing grant is subject to the provisions of subsection 4(c) above regarding Pre-Existing Materials. Creative may also include Client’s name and trademark or service mark in a list of Creative clients for marketing and promotional purposes. Creative will not present any such material in a manner derogatory to the Client. This limited license is royalty free, worldwide, and perpetual but is limited to the uses specified in this subsection. Upon written request from Client asking Creative to cease a particular use pursuant to this subsection, Creative will promptly cease such use.

5. Representations and Warranties.

a. Each of Client and Creative represents and warrants to the other that:

i. such party is not prevented from and has the legal right and authority to enter into this Agreement;

ii. such party’s performance of this Agreement and the rights granted to the other party hereunder will not conflict with or violate any commitment or agreement the party has to any other person or entity; and

iii. any Project Deliverable, other materials, text, graphics, sound, video, photos, designs, trademarks, service marks or other artwork provided to the other party will not violate any law or infringe upon or violate any rights of any person or entity including, but not limited to, any rights of privacy, rights of publicity, or rights against libel or slander.

b. Creative represents and warrants that (i) all Services will be performed by competent personnel, in a professional and timely manner, and in accordance with no less than applicable professional standards and (ii) conditioned upon Client fulfilling any obligations under this Agreement on which Project Deliverables may be dependent, all Project Deliverables will comply in all material respects with the specifications set forth in the Project proposal or as may be otherwise agreed in writing by Client and Creative. Any claim by Client that Creative has breached any of the representations and warranties in this subsection (b) must be made in writing by Client within 21 days of Client having access to the Service or Project Deliverable on which such claim is based. If Creative has breached its representations and warranties in this subsection (b), Creative will promptly, for no additional charge, re-perform its Services or redeliver the Project Deliverable in a manner that conforms to its representations and warranties, and such re-performance or redelivery will be Client’s sole and exclusive remedy for the breach.

c. Client and Creative acknowledge that Engage Content Labs is not a party to this Agreement, has no control over either party, makes no representation or warranty whatsoever under this Agreement or relating to the performance of Client or Creative under this Agreement, has no liability of any kind to either Client or Creative under this Agreement, and is subject only to the Terms of Use to the extent the parties use the Website. Any disputes arising in connection with the Services, any Project Deliverable, the Project or payment by Client, or any other aspect of performance owed by Client and Creative to the other, are solely between Client and Creative.

6. Limitation of Liability.

a. Creative’s aggregate liability on all claims of any kind, whether based on contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, for all losses or damages arising out of or relating to a Project will in no case exceed the fees actually paid by Client for the Project; provided, however, that this Section 6(a) will not apply to Creative’s indemnification obligations under this Agreement or any actions or omissions arising from Creative’s willful misconduct or gross negligence.

b. In no event, except to the extent included in third party claims to which indemnification is required hereunder, whether based on contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, will Creative, or its directors, officers, employees or agents, be liable for special, incidental, exemplary, punitive, consequential, or indirect damages, including without limitation lost sales, profits, or revenue, or claims of licensees of Client for such damages. The foregoing limitations and disclaimers will apply irrespective of whether the possibility of such damages has been disclosed to Creative in advance or could have reasonably been foreseen by Creative.

7. Confidentiality.

a. Confidential Information.“Confidential Information” means any and all knowledge, information, or data of a party, whether written or oral, and if written or on electronic media, however produced or reproduced, that is marked as “Confidential” and/or “Proprietary” or which is reasonably understood to be confidential information of a party, the disclosure of which is or may be damaging or harmful to the party or its business or interests, including, without limitation, any reports, prototypes, methods, techniques, processes, procedures, codes, software, research, know-how, drawings, charts, production plans, descriptions, programming plans, marketing plans, distribution plans, transmission plans, budgets, business opportunities, contractual arrangements and negotiations, and any information about or related to customers used or developed by the parties at any time prior to or during the period of the parties’ engagement and disclosed to or learned by the parties during such period. Confidential Information does not include information which: (i) is or becomes available to the public through no wrongful act of any party; (ii) is independently received by a party from a third party with no restrictions on disclosure; or (iii) is in a party’s possession with the full right to disclose prior to its receipt from the other party.

b. Non-Disclosure.The parties agrees that each will not, for so long as each shall consider its information to be Confidential Information, copy or reproduce, publish, sell, use, make any commercial use of, exploit, disclose or divulge any Confidential Information of other party, directly or indirectly, to any other person or entity except: (i) to perform its obligations under this Agreement; (ii) at the written direction of an owning party; (iii) to the extent necessary to comply with law or the valid order of a court or governmental agency of competent jurisdiction, in which event the parties will promptly notify each other (where permissible under law) and will seek or assist each other with seeking confidential treatment of such information; and (iv) to a party’s accountants, financial advisors and/or attorneys as part of its normal reporting or review procedures or to enforce its rights under to this Agreement. The parties further agree to take all necessary and appropriate procedures to avoid unauthorized disclosure of Confidential Information.

c. Return.Upon request from a party, the other party will destroy or return all Confidential Information of the requesting party and confirm such destruction or return in writing.

8. Indemnification.Creative will at all times indemnify and hold harmless Client, Client’s successors, licensees, and assigns, from and against any and all damages, liabilities, judgments, costs and expenses, including legal fees, arising out of any claims regarding: (i) the use of any material furnished, developed, licensed or created by Creative hereunder, including, without limitation, a Project Deliverable; (ii) any acts done or words spoken by Creative in connection with its use of the Website or services transacted therein, unless such acts or words have been specifically furnished or expressly approved by Client; and (iii) any breach by Creative of any material terms or conditions contained in this Agreement.

9. Miscellaneous.

a. Term.The term of this Agreement will commence as specified in Section 1(a) above and will continue until the completion of the Project or its earlier cancellation.

b. Independent Contractor.Client acknowledges that, pursuant to this Agreement, Creative has been retained to act solely as an independent contractor to Client and will not be treated as an employee of Client. In such capacity, Creative will act as an independent contractor and, except as otherwise specifically provided herein, have sole control of the manner and means of performing its obligations hereunder. Creative will have no right, power, or authority to create any contract or obligation, or incur any liability, on behalf of, or binding upon, Client without Client’s prior written consent. Creative will not be eligible to receive any vacation pay, sick pay, overtime pay, worker’s compensation coverage, unemployment insurance, severance benefits, health insurance, retirement benefits, or other benefits of any type from Client. This Agreement is not intended, and will not be construed, to render Client and Creative, or Engage Content Labs (or its Manager or owners), partners, joint venturers or co-owners.

c. Choice of Law; Jurisdiction.This Agreement will be governed by and construed under the laws of the United States of America and, to the extent not inconsistent therewith, the laws of the State of Illinois without regard to conflicts-of-laws principles that would require the application of any other law. Any proceeding arising out of or relating to this Agreement must be brought in the courts of Cook County, Illinois, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding will be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. The parties agree that either or both of them may file a copy of this Section with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. In any action at law or in equity to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements incurred both before and after judgment in addition to any other relief to which such party may be entitled.

d. Creative will not be liable for any delay in performance or inability to perform due to force majeure, including without limitation any acts of God, acts or omissions of the Client, or any other act, omission, or occurrence beyond Creative’s reasonable control. If Creative’s performance is delayed by force majeure, the time for performance will be extended by the length of the delay.

e. Severability.If any provision of this Agreement is held invalid, unenforceable, or void, the remainder of the Agreement shall remain unaffected and shall continue in full force and effect.

f. Merger.This Agreement, along with the project and Proposal posted via the Website, constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and replaces any and all prior negotiations, representations, or agreements between the parties, whether oral, electronic, or written, pertaining to the subject matter hereof. The parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement. No waiver or any breach of this Agreement will be construed as a continuing waiver or consent to any subsequent breach hereof.

g. Construction.The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. Unless expressly indicated otherwise, all references to “Sections” refer to the corresponding Sections of this Agreement.

h. Survival.Sections 3 through 9 of this Agreement will survive the termination or expiration of this Agreement.

i. Amendment.This Agreement may only be amended in signed writing by the parties.

j. Third Party Beneficiary. Engage Content Labs is an express third party beneficiary of this Agreement, and Client and Creative acknowledge that any attempt to amend, terminate or supersede Sections 1, 3, 5(c) and 9 without Engage Content Labs’s prior written consent will be null and void.