TUBE2TONE, INC. LICENCE AGREEMENT

  1. As a ZuTone.com account holder you may submit video content ("Indirect User Media") to the ZuTone.com website (the "Website") by providing us YouTube or Vimeo account username and password and uploading files from these source sites.

  2. You can also upload video and audio content as well as custom graphics (together with Indirect User Media, "User Media") to be used as a video cover for the audio tracks uploaded to the Website from your computer.

  3. User Media shall be displayed on the Website in our sole discretion. You understand that whether or not such User Media is published, Tube2Tone does not guarantee any confidentiality with respect to any User Media.

  4. You shall be solely responsible for your own User Media and the consequences of posting or publishing it. In connection with User Media, you hereby represent and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize Tube2Tone to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Media to enable inclusion and use of the User Media in the manner contemplated by the Website and its Terms of Service.

  5. For clarity, you retain all of your ownership rights in your User Media. However, by submitting User Media to ZuTone.com, you hereby grant Tube2Tone a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Media in connection with the Website, Tube2Tone.com website and Tube2Tone's (and its successors' and affiliates') business, including, without limitation, for promoting and redistributing part or all of the Tube2Tone Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Website and Tube2Tone.com website a non-exclusive license to access your User Media through these websites, and to use, create ringtones, video tones and other derivative works, reproduce, distribute, display and perform such User Media as permitted through the functionality of these websites and under their Terms of Service. The above licenses granted by you in User Media terminate within a commercially reasonable time after you remove or delete your User Videos from the Website. You understand and agree, however, that Tube2Tone may retain, but not display, distribute, or perform, server copies of User Media that have been removed or deleted.

  6. In connection with User Media, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Tube2Tone all of the license rights granted herein.

  7. Tube2Tone does not endorse any User Media or any opinion, recommendation, or advice expressed therein, and Tube2Tone expressly disclaims any and all liability in connection with User Media. Tube2Tone does not permit copyright infringing activities and infringement of intellectual property rights on its websites, and Tube2Tone will remove all User Media if properly notified that such Content or User Media infringes on another's intellectual property rights. Tube2Tone reserves the right to remove User Media without prior notice.

  8. Once you upload your content to ZuTone.com Tube2Tone shall determine whether it shall charge for the right to use your User Media in its sole discretion. If Tube2Tone elects to charge for the right to use your User Media, it shall pay you 40% of the net amounts received for such use.