Agreement to Upload

This Contributor Agreement ("Agreement") governs the terms by which photographers, illustrators, filmmakers and other content providers license their photography, illustrations, designs and other digital media content to Mezzato d/b/a Cutcaster and its Users via the online marketplace provided by Mezzato Inc. located at www.cutcaster.com (the "Site").

This Agreement is a lengthy document-please read it carefully and be sure you understand it fully. It is a binding legal agreement between any registered User of the Site who desires to upload, distribute, and offer licenses for their digital media (referred to as "you" or "Contributor") and Mezzato Inc., a company incorporated in the State of Delaware, with offices located at 39 Mesa St. Suite 101, San Francisco, California 94129, ("Mezzato" or "Cutcaster"). For purposes of this Agreement, "Users" will include those who agree to the terms of the Cutcaster User Agreement and any third party individual, partnership, corporation or other entity (whether end users or intermediaries) to whom a sublicense is granted by Cutcaster.

In addition to describing submission requirements and compensation details, this Agreement contains the following important provisions regarding your rights and obligations:
Representations and Warranties
Indemnification Obligations
Release and Disclaimer of Warranties
Limitation of Liability

By creating an account and uploading content you hereby state that "You Agree To The Terms of Use" and you represent and warrant that you are 18 years of age or older, are lawfully able to enter into and perform a legally binding contract, and agree to be bound by the terms and conditions in this Agreement. Please print a copy of this Agreement and retain it for your records.

This Agreement also incorporates by reference the Cutcaster User Agreement, the Cutcaster Content License Agreement and information provided during registration. In the event of a conflict between this Contributor Agreement, the Cutcaster User Agreement and the Content License Agreement, the order of preference will be the Content License Agreement, the Contributor Agreement, and the Cutcaster User Agreement.

I. Submission of Content

A. Mezzato sublicenses content via the Cutcaster website. In uploading Content (as defined below) to the Site, you authorize Cutcaster to grant licenses to use your Content to Users, in accordance with the terms and conditions of the Content License Agreement.
Cutcaster is the online service provider that provides a platform for Contributors to upload to the Site, the Contributor's photographs, illustrations, video, audio and video files, animations, flash files, data files, and other digital media content ("Content") and for Users to view, interact with, sub-license and download such Content. As a Contributor, you may submit any Content to the Site except as prohibited under the Cutcaster User Agreement or this Agreement, or otherwise prohibited by law. You use the Site at your own risk. You understand that Cutcaster is acting only as a Service Provider. Cutcaster operates the site from which Cutcaster may offer and sell your Content and which Users may sub-license Content posted to the site and Cutcaster also processes payments on behalf of Contributors and Users. Cutcaster does not guarantee the quality, title, or legality of the Content, or the truth or accuracy of listings associated with the Content. Accordingly, you hereby irrevocably and unconditionally release and waive any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, that you may have or assert against Mezzato Inc. and Cutcaster relating to or arising out of the purchase of a sublicense to or the use of the Content.

B. By uploading Content to the Site, you understand and accept that Users who wish to use your Content will pay a fee to sub-license and download content from the Site and may make broad use of such downloaded Content for such fee and, unless they otherwise agree with you, are under no obligation to inform Cutcaster or you of the uses made of any Content.

C. Once you have agreed to the terms of this Agreement and provided all required information, and verify that you have met all submission guidelines, you may upload to the Site. All Content submitted must be provided in accordance with the Upload Guidelines or as otherwise directed by Cutcaster.

D. You may request the removal of Content from the Site at any time, however, Content may persist in a User's shopping cart for up to sixty (60) days, and if purchased by a User, will remain available for download and sublicensing by such User for a sixty (60) day period. You acknowledge and agree that Cutcaster, its affiliates and partners may continue to license the content in accordance with this Agreement until the Content is so removed.

II. Responsibility for Content

Mezzato Inc. reserves the right but not the obligation to refuse to accept any Content or communication, or take down from the Site any Content or communication at its discretion, including any Content or communication that is or may be illegal, obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, or that violates or may violate this Agreement, its policies, or violate or infringe upon third party rights, as determined by Cutcaster in its sole discretion, with or without notice to Contributor.

III. Grant of Rights

A. You will retain copyright ownership of all Content you submit to the Site. Cutcaster, its affiliates and other Contributors retain ownership of any materials provided by it or its other providers to the Site, except your Content.

B. You hereby grant to Cutcaster and Mezzato Inc., during the term of this Agreement, a nonexclusive, royalty-free, worldwide, transferable license to use, reproduce, publish, exhibit, perform, publicly display, distribute, broadcast, transmit, create derivative works of, negotiate the price of any additional rights, and license (with rights of further sublicense) the Content in any manner and medium now existing or hereinafter created, for the following purposes: to
(a) use, reproduce, publish, exhibit, perform, publicly display, distribute, broadcast, transmit, create derivative works of, and sublicense use of the Content uploaded to the Site in promotional print, digital, and online materials and promotional products that promote the Content, your work/website and/or the services of Cutcaster and its affiliates in any and all formats or media (including without limitation online) that exist and are hereafter devised;
(b) rate, price, comment upon, and evaluate Content,
(c) add or amend keywords, titles, descriptions and metadata to Content to enhance the User's search experience, and
(d) digitally watermark the Content in both a visible and invisible manner. You further acknowledge and agree that Cutcaster and users designated to help by Cutcaster may add tags and keywords to your Content, and add comments to the Content in accordance with the Cutcaster User Agreement.

C. Cutcaster will have the right, but not the obligation, to grant Users a perpetual, nonexclusive, worldwide, non-transferable sublicense to use, reproduce, publish, exhibit, perform, publicly display, distribute, broadcast and transmit the Content, and to create derivative works of the Content, in accordance with the terms and conditions of the Content License Agreement. Users may exercise all the foregoing rights in any and all formats or media (including without limitation online use), whether now known or hereafter devised, throughout the universe, subject to their agreement with the terms of the Content License Agreement. Any license granted to Users with respect to Content removed from the site will remain in full force and effect and will survive any expiration or termination of this Contributor Agreement.

D. Cutcaster will also have the right, but not the obligation to grant authorized licensees the nonexclusive, worldwide, transferable license to use, reproduce, publish, exhibit, perform, publicly display, distribute, broadcast, transmit, create derivative works of, and license (with rights of further sublicense) the Content in any and all formats or media (including without limitation online) that exist and are hereafter devised in accordance with the terms of this Agreement. Such arrangements may be subject to custom pricing where Content is licensed for set amounts that vary dependent on usage or volumes of Content Licensed.

E. Cutcaster will have the right, but not the obligation, to independently pursue any User, for damages or surrender of profits including the obligation to account for such profits in the event of an infringement of copyrights by such User.

F. You will not receive compensation and no payment will be due you for the use of Content used for promoting the Site, Cutcaster or our affiliates, partners, or sublicensees or for the indirect revenues received by Cutcaster from sponsors or advertisers (including their banner ads) who may advertise, appear or participate in Cutcaster online environments. Additionally, the rights granted herein will include the right to use Content as necessary to test or evaluate any technologies, systems, or processes that Cutcaster or our affiliates, representatives or contractors may use to fulfill our obligations and exercise any rights granted under this Agreement.

G. You expressly waive any moral rights or artist authorship rights in the Content that you would otherwise have under the United States Copyright Act or similar laws of any jurisdiction.

IV. Payment and Reporting

A. Mezzato Inc. provides payment services that facilitate the purchase of a license to your Content uploaded to and listed on the Site. Mezzato Inc. exercises the sole discretion over all User service issues related to (a) payment and payment processing; (b) use of the Site or its features (c) products or services offered for sale or sold by persons other than you on the Site, and (d) the Site user experience and its performance.

B. In order to process and remit payments to you, as part of this Agreement, you will be required to have an account with Paypal, a payment processing vendor www.paypal.com, or Moneybookers,www.moneybookers.com, in accordance with the terms and conditions set forth on their website. Each image sale is converted into a number of credits needed to download. Payouts are based on the total amount of credits used to purchase a contributor's image when a single credit is equal to $1.15. The contributor will receive 40-65% of each credit spent downloading the contributors' files. For each sale a contributor makes, Mezzato and the contributor will split the payment processing fee from Paypal. 

C. During the submission process, you will be asked to select the price for each individual unit of Content and/or set of Content submitted as Content in accordance with the fixed pricing or the algorithmic pricing. You may change your pricing selection for such Content at any time by emailing the Webmaster. You acknowledge and agree that any change in pricing may not impact Content already selected and retained in a User's shopping cart. You further acknowledge that Cutcaster may amend the selected price levels in it's discretion, without notice to you, for Content with limited downloads and click thru activity to maximize the licensing potential of such Content.  You grant Cutcaster the right to negotiate and license your Content with additional extended rights to a licensee at a price determined solely by Mezzato and Cutcaster. Mezzato and Cutcaster will notify the Contributor of the sale and additional revenue once payment has been received. Such arrangements may be subject to custom pricing where Content is licensed for set amounts that vary dependent on usage or volumes of Content licensed. These arrangements must be approved by Cutcaster in advance of licensing.

D. When Users license Content, Mezzato Inc. collects from Users a fee that includes a service fee on behalf of itself displaying and facilitating distribution of the Content, facilitating the license transaction, and for processing payments of the license fee to Cutcaster. Mezzato Inc. will remit to Contributor an amount net of a portion representing Cutcaster's fees for its services, in accordance with the commission split stated on the website. The license fee due to the Contributor may be reduced by returns, refunds, and credits paid to Users, marketing or referral fees paid to affiliates, partners or third parties, fees payable to financial institutions for the processing of any credit card, debit card, e-check, or alternative payment method (such as Paypal) and will exclude revenue collected by Cutcaster applicable to charges for insurance, currency conversion or sales tax, VAT, or similar taxes, fees or other withholdings required by law (your "Payment(s)").

E. You further acknowledge and agree that your Payment will be also be net of fraud, bad debts or uncollectible sums and any amounts owed by Contributor to Cutcaster and its affiliates. Without limiting the generality of the foregoing, Mezzato is entitled to deduct from or offset against amounts owing Contributor all amounts to which Mezzato is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter that is the subject of a representation, warranty, covenant or indemnity by Contributor under this Agreement.

F. The parties acknowledge that the Rate Card may have different rates for different types of Content (e.g., still images, vector files, or otherwise). Cutcaster has the right to amend the Rate Card at any time during the term of the Agreement, and which amendments will be deemed accepted by you following ten (10) days from notice on the website provided by Cutcaster, unless you promptly terminate this Agreement in accordance with Section X below.

G. Mezzato Inc. processes your Payment based on each unique download of Content, however if a User downloads the same item of Content more than once, you are paid once only.

H. Mezzato Inc. will use commercially reasonable efforts to pay you the amount of your Payment due no later than either (i) forty five (45) days following the end of the month when the unpaid Payments equal or exceed US$ 25.00 and (ii) forty five (45) days after the end of the calendar year for any of Payment earned and unpaid as of the previous calendar year, even if less than US$ 25.00. No interest will accrue or will be paid on Payments pending or due. A statement of Your Payment due and paid will be made available on the Site as part of your Account Dashboard under Downloads and will be updated on a daily basis. Your statement will be maintained in your online User Account for a period of at least one (1) year.

I. All Payments will be made and calculated in U.S. dollars. Such payments will be your sole compensation for the licensing or use of any Content. You acknowledge and agree that Mezzato Inc. and its affiliates obligations hereunder, including, without limitation, to calculate and to make Payments to you, are and will be general unsecured obligations only, and that you will have no beneficial interest in or to the whole or any part of fees charged to and received from Users. You understand that you and Cutcaster and Mezzato Inc. stand in an ordinary contract relationship only, and not in any agency, confidential, fiduciary, or quasi-fiduciary relationship. Neither Cutcaster nor its affiliates will collect or hold any part of such fees in trust for your benefit, and do not undertake to act on your behalf or for your benefit in any agency, fiduciary or quasi-fiduciary capacity, whatsoever.

V. Representations, Warranties and Covenants

A. You represent, warrant and covenant to Cutcaster that:
(i) you are the sole owner of the Content and its copyright and/or have the right to grant Cutcaster the licenses in the Content set forth and referenced in this Agreement;
(ii) the Content is original and does not infringe on, violate or misappropriate the statutory copyright or common law rights of privacy, publicity, or moral rights of any third party;
(iii) the Content is not pornographic or obscene, nor does the Content defame any third party;
(iv) the Content does not contain any illegal material or promote illegal activities;
(v) the Content does not contain material which denigrates or attacks any persons based on race, religion, national origin, or sexual orientation;
(vi) you have the full legal capacity, authority and power to enter into this Agreement and perform your obligations hereunder and you and do not hold membership in any trade group or collective society that would otherwise impair your obligations or impose additional requirements on Cutcaster;
(vii) any caption information that you may submit for the Content is relevant, accurate and complete, and does not contain false or misleading information;
(viii) Cutcaster and its affiliates may use the Content as provided herein without obtaining any additional consents or permissions or the payment of additional fees to third parties;
(ix) the Content contains no viruses, spyware, Trojan horses, time bombs, or other similar harmful or deleterious programming routines or code; and
(x) the Content meets the requirements set forth in the Upload Guidelines.

B. You also warrant that for any Content you submit to Mezzato Inc. that contains recognizable persons and/or depict property with unique intellectual property rights, that you have obtained and have provided Mezzato Inc. with fully-executed, valid and binding model and/or property releases from all parties in substantially the same form as Cutcaster then-current authorized model and/or property release form. You will provide to Mezzato Inc. copies of releases for all Content submitted as model and/or property released. You further warrant and represent that model and/or property release information is accurate and complete and that Cutcaster may use such Content without obtaining any additional consents or permissions or the payment of additional fees to third parties.

C. In addition to other remedies available to Cutcaster and nothing else in this Agreement withstanding, Mezzato Inc. will not pay Your Payment on licenses of any Content that violates the Representations, Warranties and Covenants you make in this section of the Agreement.

VI. Indemnification

You agree to indemnify, save, and hold Cutcaster, its affiliates (and their respective successors, officers, directors, employees, directors and representatives) and authorized partners harmless from any and all claims, demands, costs, losses, penalties, interest and damages (including reasonable attorneys' fees, expert witness fees and expenses) arising out of or in connection with any claim by a third party (including Users) to the extent such claim would (i) constitute a breach of the representations, warranties and obligations set forth in this Agreement, or (ii) arise out of the use of the Site or any materials or services provided by Cutcaster and its affiliates by you.

VII. Release, Disclaimer of Warranties

A. RELEASE.
IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS OR THIRD PARTIES, YOU HEREBY RELEASE CUTCASTER BV (AND OUR OFFICERS, DIRECTORS, AUTHORIZED PARTNERS, AFFILIATES, SUBSIDIARIES, VENTURERS AND EMPLOYEES) (THE "CUTCASTER PARTIES") FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. CONTRIBUTORS WHO ARE CALIFORNIA RESIDENTS HEREBY WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

B. NO WARRANTIES.
THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. THE CUTCASTER PARTIES MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; THAT THE SITE OR THE PAYMENT SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE SITE WILL BE AS REPRESENTED, OR THAT USERS WILL PERFORM THEIR OBLIGATIONS AS PROMISED; OR THAT THE CUTCASTER PARTIES WILL LICENSE OR WILL MAKE ANY EFFORTS TO LICENSE YOUR CONTENT; OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF CUTCASTER. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE CUTCASTER PARTIES DISCLAIMS ANY AND ALL SUCH WARRANTIES.
VIII. LIMITATION OF LIABILITY.

A. YOU AGREE THAT THE CUTCASTER PARTIES ARE NOT LIABLE FOR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED TO CUTCASTER LL AND YOU ARE REQUIRED TO PROVIDE OR MAINTAIN YOUR OWN BACKUP FILES FOR ANY CONTENT SUBMITTED TO CUTCASTER. UNDER NO CIRCUMSTANCES WILL THE CUTCASTER PARTIES' MAXIMUM AGGREGATE LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, THE USE OF CONTENT PROVIDED TO CUTCASTER UNDER THIS AGREEMENT OR THE USE OF THE SITE WILL BE LIMITED TO FEES COLLECTED BY MEZZATO INC. FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED THE MAXIMUM AMOUNT OF US$10 IN THE AGGREGATE, REGARDLESS OF THE NUMBER OF CLAIMS. IF THESE AMOUNTS ARE NOT ADEQUATE TO COVER THE VALUE OF YOUR CONTENT, YOU WILL BEAR SOLE RESPONSIBILITY FOR OBTAINING AND MAINTAINING ADEQUATE INSURANCE FOR PROTECTION OF THE CONTENT OR MATERIALS PROVIDED TO CUTCASTER.

B. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE DATE OF THE ALLEGED LOSS OR DAMAGE.

C. FOR ANY CLAIM UNDER THIS AGREEMENT, THE CUTCASTER PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOSS OF PRIVACY, INTERRUPTION OR OTHER PECUNIARY LOSS, SITE OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY THERE OF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT TORT OR OTHERWISE) EVEN IF THE CUTCASTER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE CUTCASTER PARTIES WILL NOT BE RESPONSIBLE FOR MISUSE OF THE CONTENT BY ITS LICENSEES.

D. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSESQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE CUTCASTER PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

IX. Modification and Notice

A. This Agreement will not be modified by you except by a written agreement signed by duly authorized representatives of Cutcaster, provided that no purchase order or similar document issued by you will modify this Agreement, even if signed by Cutcaster. Cutcaster may modify this Agreement or any policies or guidelines governing the Site, at any time and in our sole discretion. Notice of any change by e-mail to Contributor's address in our records, or the posting on the Site of a change notice or a new agreement is considered sufficient notice for notifying Contributor of a modification to the terms and conditions of this Agreement. All notice of change to this Contributor Agreement will be posted on the Site for thirty (30) days. Modifications may include, but are not limited to, changes to the Rate Card and payment procedures. All such modifications will take effect thirty (30) days following of notice to you and/or posting on the Site, unless we indicate otherwise. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE SITE FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

X. Term and Termination

A. Contributor may terminate this Agreement at any time by providing Cutcaster with thirty (30) days notice by using the Contact Us page to provide notice to Cutcaster or by following the written notice provision below.

B. Without limiting any other rights or remedies (including the right to seek damages and other relief) that either party may have, Cutcaster may terminate the Agreement at any time and in our sole discretion with thirty (30) days notice by emailing the last email address provided by you on the My Account page.

C. Cutcaster may deem an account to be terminated if there is (i) no activity in your account for a twelve (12) month period despite reasonable attempts by Cutcaster to contact you based on the information you provide on the My Account page or (ii) you have breached the terms and conditions of this Agreement or the terms and conditions of the Cutcaster User Agreement.

D. Upon termination of this Agreement:
(i) Cutcaster will remove your Content from the Site within a thirty (30) day period, and will use reasonable efforts to cause Content to be removed form the Sites of any affiliates and partners within sixty (60) days from the removal from the Site. Contributor acknowledges and agrees that Cutcaster, its affiliates and partners may continue to license the content in accordance with this Agreement until the Content is so removed. (ii) Cutcaster will continue, in accordance with this Agreement, to make Payments due to you in respect to licenses granted prior to termination, or during the transition period, subject to any setoffs Cutcaster is entitled to deduct from your account in accordance with this Agreement.

XI. Choice of Law / Jurisdiction / Attorneys' Fees.

Any dispute regarding this Agreement will be governed by the laws of the State of New York and applicable U.S. Federal law, including Titles 17 and 35 of the U.S. Code, as amended. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York State, USA, regardless of conflicts of laws. 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 disclaimed. The parties hereto confirm that it is their wish that this Agreement, as well as any other documents relating hereto, including notices, has been and will be written in the English language. In any Dispute between Cutcaster and you, Cutcaster will be entitled to recover its reasonable Attorneys' fees, legal expert fees, and other legal expenses from you.

XII. Passwords

You acknowledge and agree that you will be responsible for each and every use of the Upload pages that occur under your User Name and passwords, and that Cutcaster will assume any transactions conducted using your User Name and password as your transactions. You agree to take reasonable steps to prevent others from obtaining your access information and to notify Cutcaster of any unauthorized access or need to update or remove access for any of your employees or agents.

XIII. General Provisions

A. Notices. Unless otherwise specified, all notices and other communications which are required in this Agreement will be in writing and delivered personally, via mail service, via facsimile with acknowledgment of receipt, to the addresses set forth in the Agreement below, or to such other addresses as either party will have specified by notice in writing to the other party. Notices will be deemed given when delivered personally, or if mailed, three (3) business days after the date of mailing. Notices to Cutcaster should be sent to the attention of "General Counsel" as follows:
 
Cutcaster
Attn: General Counsel
Baker Donelson
165 Madison Avenue
First Tennessee Building
Memphis, Tennessee 38103

B. Independent Contractor. Nothing in this Agreement creates a partnership, employer-employee relationship, or a joint venture between the parties. You are solely responsible for obtaining and maintaining all applicable business licenses and insurance, and for timely payment of all income, payroll, and employment-related taxes, including without limitation all unemployment, workers compensation, income tax withholding, social security, and any other taxes or public charges of any nature whatsoever.

C. Assignment. Your obligations hereunder are personal and may not be assigned without Cutcaster's prior written consent, not reasonably withheld if assigned to a bona-fide legal entity organized and acting solely on your or your heir's behalf. This Agreement will be binding upon and will inure to the benefit of the parties' heirs, executors, administrators, successors, and permitted assigns. Cutcaster and its affiliates may sublicense or assign its or their rights and obligations and liabilities arising under this Agreement (including without limitation the Contributor Agreement and the Content License Agreement) to any third party without your consent and without written notice, including without limitation, any assignment resulting from any corporate reorganization, merger, sale of substantially all the assets to which this Agreement relates.

D. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement will be in no way affected or impaired.

E. Entire Agreement. This Agreement together with the Cutcaster User Agreement and Content License Agreement incorporates the entire understanding of the parties concerning the subject matter contained herein and merges all prior and contemporaneous communications. Any and all prior agreements, oral or written, between the parties concerning the subject matter contained herein are hereby terminated, superseded, and are of no further force or effect. No action of Cutcaster, other than the express or written waiver or amendment, may be construed as a waiver or amendment of this Agreement. The headings and numbering will not be considered or given effect in construing this agreement. This Agreement will not be interpreted against the party causing this agreement to be drafted. The English language version of this Agreement will be used for interpretation of this Agreement, and any foreign language translations of this Agreement provided in the future are provided by Cutcaster solely for convenience.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT UNDERSTAND IT AND HAVE HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. YOU AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT BETWEEN YOU AND CUTCASTER, AND THAT THIS AGREEMENT SUPERSEDES ANY PRIOR AGREEMENT, ORAL OR WRITTEN AND ANY OTHER COMMUNICATION BETWEEN YOU AND CUTCASTER RELATING TO THE SUBJECT OF THIS AGREEMENT.

© Cutcaster 2011. All rights reserved. Cutcaster are trademarks of Cutcaster and Mezzato Inc. Flash is a registered trademark of Macromedia Inc.