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CORNERWORLD Member Content Agreement This CornerWorld Member Content Agreement (the "Agreement") is a legal agreement between You (either an individual creator or the legal authorized representative of a individual or group creator) and CornerWorld Corporation ("CornerWorld") regarding uploading Your materials, including, without limitation, audio, video, picture, and text materials, to the CornerWorld distribution network, through cornerworld.com and affiliates of CornerWorld (the "Site") and the distribution of certain other materials by means of the Site. If You agree on behalf of a group creator to be bound by the terms of this Agreement, You are hereby representing and warranting that You have the authority to act on behalf, and otherwise bind, the group, and each member thereof. Each reference to "You" or "Your" in this Agreement shall refer to each member of the group or the group as a whole, as applicable. You shall at all times retain all right, title and interest in and to the Materials provided by You hereunder, including, without limitation, the copyrights therein and thereto. PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement sets forth the legally binding terms and conditions for Your use of the CornerWorld site. By registering, clicking "I Agree" or otherwise participating in CornerWorld, You represent to CornerWorld that You are at least fourteen (14) years of age and if selling your content are of eighteen (18) years of age and capable of entering into and performing legal agreements, and that You agree to be bound by the following terms and conditions. If You register on behalf of a business, You represent to CornerWorld that You have the authority to bind that business and Your acceptance of this Agreement will be treated as acceptance by that business. In that event, "You" and "Your" will refer to that business in this Agreement. If You do not accept this Agreement in full, please do not register for or participate in selling content through CornerWorld. Name, Likeness and Biographical Material. You grant to CornerWorld the right to use Your name(s), likeness(es) and biographical materials in connection with the distribution, promotion, marketing and advertising of your creations and materials uploaded to the site. Section 1: Member Account Grant of License. You hereby grant to CornerWorld, its successors, assigns, agents, distributors and licensees, the ability to utilize, at no charge a, revocable within (180) days written notice, a non exclusive royalty-free use of your uploaded content and/or audiovisual works of Your vocal, musical, video, pictures or text documents (whether performed by You alone or accompanied by others); (ii) the musical or video compositions (including music lyric) embodied in such recordings, audio-visual works or other works; (iii) multimedia works provided by You to CornerWorld, and (iv) Your name(s) (both legal and professional), trademarks, trade names, likenesses, photographs, biographical materials and all other graphic and/or textual material provided by You to CornerWorld THROUGHOUT THE CORNERWORLD NETWORK including (a) affiliates and licensees and/or via www.cornerworld.com, software applications, plug-ins, blogs, media search engines, toolbars, games, components or downloadable code, and other viral online mediums such as peer-to-peer networks, file sharing, instant messaging and email of CornerWorld and CornerWorld's distribution partners. All of the distribution mediums mentioned above in this section 1.1 are referred to after this collectively as "CornerWorld Distribution Network"; (b) Broadcast, via cable, satellite and digital television, video, laser disc, DVD, CD-Rom and motion picture distribution, whether over-the-air, wireless or in the foregoing hard-copy media (collectively, "Broadcast Distribution Network"); and (c) Distribution via mobile phones and other handheld devices ("Mobile Distribution Network"). All distribution mediums, including but not limited to (a), (b) and (c), are referred to collectively as the "CornerWorld Network." You agree to supply CornerWorld with your recordings and other requested materials, including but not limited to artwork, song or video titles, biographical information, and songwriting and publishing credits. Member Account Termination. You and or your group and the material which you have uploaded into the "Site" can be removed from the CornerWorld database by you using the standard administration feature accessible from the control panel management tool. Notwithstanding the above removal feature, the term of the license granted to CornerWorld is for a period of one hundred and eighty (180) days and shall automatically renew for like one hundred and eighty (180) day periods at the end of each term unless you notify CornerWorld by removal of your content from the control management tool. If you are a member of SESAC, BMI or ASCAP and have given away your licensing rights, please DO NOT use the CornerWorld site for your band's promotion. Due to SESAC, BMI and ASCAP's restrictive policies we are unable to work with your content. If you have any concerns, please contact your local music representative. Further, if you are found to be a member of CornerWorld and one of these organizations you may be charged any fees incurred due to your participation not withstanding legal fees, and your account will be terminated. Distribution Agreement. During the term of this agreement CornerWorld agrees treat your content as consignment inventory to distribute, sell, copy, sublicense any and all of your recordings, live broadcasts and content by any and all means and media (whether now known or existing in the future), including, without limitation, the digital storage, download and transmission rights, whether now known or existing in the future, for a fee if applicable. CornerWorld will pay you sixty percent (60%) of the CornerWorld net receipts which directly results from sales of your recordings. "Net Receipts" means money actually received by us directly from sales and/or syndication of Your Recordings or live broadcasts, minus each and every cost and expense incurred by us specifically related to those Recordings. CornerWorld will account to you on a quarterly basis. Additionally, you shall be responsible for all costs of delivering recordings between you and us. Payment Terms. Amounts due to You, if any, in connection with Your Participation as a creator, will be determined solely by CornerWorld. Payments earned as a result of valid sales will accrue and be posted to Your Account. All payments will be made in U.S. Dollars. Generally, accrued payments will be available for withdrawal or transfer thirty (30) days after the end of the calendar month in which they accrued. CornerWorld will not be liable for damages resulting from any failure to post payments to Your Account within such thirty (30) day period. Notwithstanding the foregoing, CornerWorld shall make no payments until such accrued payments total at least twenty dollars ($20). You will not be entitled to receive interest on any Account payments. Except as contemplated by subsection (d) ("Exceptions") below, payments will remain in Your Account until You transfer such amounts to a PayPal Account. If You dispute CornerWorld's payments made to You under this Agreement, You must notify CornerWorld in writing within thirty (30) days of CornerWorld depositing such payment to Your Account. Failure to notify CornerWorld in this manner will result in Your waiver of any claim relating to such dispute. CornerWorld will use reasonable efforts to resolve any such dispute in good faith, but CornerWorld's resolution will be final. You are responsible for any and all applicable taxes or charges imposed by any government entity in connection with Your Participation in selling content on CornerWorld through the CornerWorld consignment program. CornerWorld may change its pricing and/or payment structure at any time, upon thirty (30) days' prior notice of any such change (unless CornerWorld is required by law to provide more than thirty (30) days notice). All modified payment terms shall be effective thirty (30) days after notice has been provided to You by CornerWorld (or such other time period specified in such notice). If any such modified payment terms are not acceptable to You, Your only recourse is to cease Participation. By continuing to Participate following notice of any modified payment terms as set forth herein, You accept and agree to be bound by such modified payment terms. For the purposes of checking credit, effecting payment and/or servicing Your Account, CornerWorld may share with third parties, such as payment processors and/or credit agencies, any credit card and related payment information that You provide. CornerWorld will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts from or posted to Your Account, determined or reasonably suspected by CornerWorld in its sole discretion to have resulted from: Copyright Infringement; or fraudulent, misleading or false activities. CornerWorld reserves the right to withhold or deduct payment, if applicable, or suspend or otherwise disable Your Account, pending CornerWorld's reasonable investigation of any of the foregoing or any breach of this Agreement by You. Section 2: CD Sampler Promotion Grant of License. You hereby grant to CornerWorld, its successors, assigns, agents, distributors and licensees at no charge a non exclusive royalty-free right and license, throughout the universe to (i) prepare "samplers" of any or all of the Materials for promotional and/or sales purposes on behalf of the band to prepare one or more compilations containing any or all of the Materials, which may be combined with third party products, including, without limitation, third party Materials; and (ii) display, copy, reproduce (and to mechanically reproduce each musical composition included in the Materials), exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, distribute through any means, publish and synchronize with visual images any or all of the Materials (including the foregoing samplers and compilations), by any and all means and media now known or hereafter devised, discovered or developed., CornerWorld, and persons authorized by CornerWorld, may manufacture, distribute, reproduce, copy, publicly perform, and otherwise utilize such compact discs in any manner approved by CornerWorld. Your sound recording(s) to be included in that promotional compact disc shall be mutually determined by CornerWorld and You. CornerWorld shall inform You of the proposed track listing of such compact disc and You shall have the right to approve or deny including Your recording in such compact disc based on that track listing. Creator Warranty. You hereby represent and warrant to CornerWorld that (i) You have the right to enter into this Agreement and to grant the rights and licenses granted by You herein; (ii) You are of the age of majority; (iii) the sound and or video recordings in the Materials contain only Your original performances and contain no "sampled" or "replayed" material or material otherwise embodying the performances of any other party, unless, prior to CornerWorld's use of such sound recordings, You have obtained a written license permitting the use as provided in this Agreement of such "sampled," "replayed" or other material from the original author and/or performer and the current copyright proprietor of such material and/or the copyright proprietor of the underlying work; (iv) You are the original composer of all music, video and lyrics contained in the Materials, or, prior to CornerWorld's use of such music and lyrics, You have acquired by written assignment or by valid license from the original composer(s) and/or the copyright proprietor(s) of the original musical composition(s) from which such music and lyrics are derived, the rights to adapt, broadcast, communicate, copy, distribute, perform, produce, or otherwise exploit such music and lyrics as provided in this Agreement; (v) no Materials or Finished Goods submitted by You violate any law, or violate or infringe on the rights of any person, including without limitation contractual rights, intellectual property rights, publicity and privacy rights and the rights against libel, defamation, slander or unfair competition, and that no consent, license or permission is necessary or shall be required by You or any third party in connection with the transactions contemplated by this Agreement; (vii) You are under no disability, restriction or prohibition with respect to Your right to execute this Agreement, either on Your own behalf or on behalf of each member of your group, (viii) the Material does not and will not contain any viruses or other programming routines that may interfere with computer systems or data, (ix) all factual assertions that You have made and will make to CornerWorld or its designees are true and complete, and (x) if any member of Your group is a minor, you hereby warrant that you have the legal right to execute this Agreement on behalf of the minor artist and guarantee such person's performance of the terms of this Agreement. Additionally, you guarantee that the music files and any other material you have made available to CornerWorld are of high quality and in a format requested by CornerWorld. If this guarantee is not met CornerWorld reserves the right to remove your content and not be subject to reimbursing you for any and all fees, payments or damages that this may cause you in the past, present or future. You agree to indemnify, reimburse, and hold CornerWorld, our officers, members, agents, representatives, successors, designees and assigns harmless from and against any and all liability, loss, damage, cost and expense (including court costs and reasonable attorney's fees) arising out of or connected with any claim by any one or more third party which arises out of any breach of any of Your warranties herein, representations or agreements. Sexually Explicit Material. You agree not to use CornerWorld services to upload the following types of media under any circumstance:
CornerWorld reserves the right to decide appropriate content at its own discretion and may delete media files uploaded by Users at anytime. Any User found to be uploading any of the aforementioned media will have their IP banned from the site and will not be able to access, view, or load the CornerWorld site. We may also contact the appropriate authorities in regards to the offending content and provide them with information such as your IP, a tracking cookie, and the time of the upload of the offending media. This information may be used against you to find and prosecute you in regard to any of the aforementioned infringements. In the case of illegal content, it is CornerWorld company policy to proactively trace and identify the offending User and supply this information to the appropriate authorities. Registered Users found to be in violation of the allowable media types limitations will have their registered user privileges revoked, their account information cancelled and deleted, and all other media uploaded by said registered user removed from the CornerWorld site. Monitoring Materials. CornerWorld has no obligations with respect to the content of the Materials provided by you hereunder, including, but not limited to, any duty to review, edit or monitor any content in the Materials. CornerWorld, at its sole discretion, may elect to electronically monitor the Materials and may disclose any content as necessary to satisfy any law, regulation, or other governmental request or to properly operate the Site and protect any of its end users. You expressly acknowledge that CornerWorld reserves the right, in its sole discretion, and at any time, to block access to, remove or cease offering for sale any Materials uploaded to or otherwise distributed using the Site without requiring or providing advance notice to You. You expressly agree that CornerWorld shall not be liable to You or any person or entity whose performances are embodied in any of the Materials, or who claims rights by or through You and who asserts a claim in connection therewith, for any action CornerWorld takes to remove, cease offering for sale or restrict access to such Materials, including but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy. CornerWorld shall have the right, but not the obligation, to report distributions of Materials (whether or not offered for sale) to entities such as Soundscan. Effective Date and Changes. The Member Content agreement is effective as of September 20, 2006. CornerWorld reserves the right to modify the terms of this agreement at any time and in our sole discretion, by posting a change notice to this page. Your continued use of the Site following our posting of a change notice will constitute binding acceptance of those changes. If You have any questions about Our agreement You may contact us at webmaster@cornerworld.com. General. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF TEXAS, WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES. ANY DISPUTE BETWEEN YOU AND CORNERWORLD REGARDING THIS AGREEMENT WILL BE SUBJECT TO THE EXCLUSIVE VENUE OF THE STATE OF TEXAS, INCLUDING, WITHOUT LIMITATION, THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, REGARDLESS OF YOUR CURRENT OR FUTURE RESIDENCY OR DOMICILE STATUS. We shall not be responsible for any inadvertent error in any listing of your Recordings. We reserve the right to reject any of Your Recording(s), artwork or other material submitted by You. We may assign our rights under this agreement in whole or in part. You may not assign this agreement without notifying CornerWorld in writing and CornerWorld agreeing to such assignment. Your sole remedy for a breach of this Agreement by CornerWorld shall be an action at law for actual money damages, if any. You hereby waive any right to, or to seek, injunctive or other equitable relief in connection with any breach or alleged breach of this Agreement by CornerWorld. This Agreement may not be amended by You unless an officer of CornerWorld has approved and signed such amendment. You shall be solely responsible for providing all copyright notices and other legal notices in connection with the Materials hereunder. CornerWorld takes no responsibility for any failure by You to include such notices in or on the Materials. You do not have the right to use any of CornerWorld's trademarks, copyrights or other proprietary information or property in or in connection with any activity, or to create any implied endorsement thereof, unless authorized by CornerWorld in writing in advance, which authorization may be withheld by CornerWorld at its sole discretion. This Agreement is the entire agreement between You and CornerWorld and supersedes any other communications or advertising with respect to the Materials. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Should You have any questions concerning this Agreement, or if You desire to contact CornerWorld for any reason, including, without limitation, for purposes of notifying CornerWorld of any claims of infringement, please contact: copyright@cornerworld.com.
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