cruxy 1.0 - power tools for digital creators

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THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN THE CONTRIBUTOR ("LICENSOR" OR "YOU") AND OPEN NETWORK TELEVISION, LLC ("ONTV").   BY CLICKING "I AGREE," YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK "I AGREE" AND DO NOT CONTINUE THE REGISTRATION PROCESS.  THIS AGREEMENT MUST BE ACCEPTED AS PRESENTED TO YOU AND WITHOUT CHANGES, ADDITIONS, OR DELETIONS.

By clicking "I Agree," Licensor is certifying that he or she is at least 18 years of age and has read, understands and agrees with the terms and conditions of this Agreement, and the information in Licensor�s registration form is current, complete and accurate.

Work
The term "Work" includes any and all video, audio, artwork, photographs, sketches, drawings, text, digital images, and other related visual compositions which are delivered to or sent to ONTV by Licensor for distribution by ONTV via ONTV's website located at cruxy.com (the "Website") or any other method of distribution.

Grant of Rights  
You retain all of your ownership rights in the Work.  However, by submitting a Work to ONTV, Licensor grants to ONTV a non-exclusive, worldwide,  transferable, sublicensable (through multiple tiers) and assignable license to use, reproduce, prepare derivative works, publicly perform, publicly display, transmit and distribute (a) the Work, by any and all means and in any and all manners and formats, including, without limitation, via the Website and other ONTV operated websites, and (b) the name, voice, image, photograph, drawing, likeness, biographical material and trademarks, service marks, trade names, identifying words, symbols and logos of any person, artist or group associated with the Work (collectively, the "License"), but no other rights Licensor has in the Work.  The License granted by Licensor will terminate once You remove or delete the Work from the Website.  The License permits and enables ONTV to, among other things, (i) host the Work on ONTV servers, index it for searching, and display it for purposes of sublicensing it to end-users on behalf of Licensor for a fee, (ii) display portions of the Work fee-free for promotional and other purposes, and (iii) modify the Work including by re-sizing it, converting it to other formats and inserting digital watermarks or other tags.

Royalty
For each copy of the Work distributed by ONTV for a fee after the effective date of this Agreement, ONTV shall pay to Licensor a royalty equal to the gross sublicense fees actually received by ONTV for the Work distributed, less the following costs and fees incurred in connection with such distribution:  ONTV�s fees; transaction processing fees (e.g., PayPal or other electronic commerce process fees, credit card transaction fees, patent royalties, etc.); returns, refunds and credits (including, but not limited to, those on account of defective merchandise, errors in billing and errors in transmission, if any); and all applicable taxes, if any (the "Royalty").  ONTV will not pay a Royalty on sales of any Works which are in violation of the Licensor's warranties set forth below.  ONTV�s system automatically calculates the amount that Licensor is to receive, based on the retail price for the Work set by Licensor.  Notwithstanding anything in this Agreement or elsewhere to the contrary, ONTV shall not be required to honor and pay Licensor for amounts incorrectly shown as due to Licensor in cases where ONTV�s system has miscalculated or incorrectly set the royalty or any other glitch in ONTV�s system has occurred. ONTV reserves the right to change its fees, the manner in which royalties are determined and paid, and payment methods at any time with or without notice.

Statements and Payments; Requirement to Have a PayPal Account 
A statement of Royalties due and payable and Royalties paid will be maintained in Licensor's online account. ONTV shall pay Licensor all Royalties due no later than the end of the calendar month following the calendar month when the unpaid Royalties due equal or exceed ten dollars (US $10).  All payments will be made in U.S. dollars and sent automatically to Licensor�s PayPal account.  Licensor must have a PayPal account and is responsible for maintaining the PayPal account at all times.  Licensor acknowledges that PayPal may apply a processing or other fee on the Royalties paid by ONTV and such fees shall be payable by Licensor.

ONTV�s Appropriateness Guidelines
Licensor agrees to only submit Work that complies with ONTV�s then-current Appropriateness Guidelines, which are incorporated by this reference.  ONTV has the right, but not the obligation, to monitor the Work submitted or posted by Licensor and to investigate any reported or apparent violation of the Appropriateness Guidelines or this Agreement, and may take any action that ONTV in its sole discretion deems appropriate.  Licensor agrees not to attempt to gain unauthorized access to the Website or any ONTV system or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Website.

Licensor Responsibilities 
Licensor is responsible for ensuring that the Work functions properly when downloaded and used by users on their computers and audio/video players, and for providing any instructions or support for file-types to the user.

Website Limitations 
Licensor acknowledges that ONTV may establish limits concerning use of the Website, including the maximum duration for which a Work may be retained and made available for distribution and license to end users, and the maximum number and file size of Works, email messages, or other content that may be transmitted or stored via the Website. Licensor agrees that ONTV has no responsibility or liability for the deletion or failure to store any Work maintained or transmitted via the Website. Licensor acknowledges that ONTV reserves the right at any time to modify or discontinue the Website (or any part thereof) with or without notice, and that ONTV shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Website.

Ownership
ONTV and/or its licensors own all right, title and interest, including all intellectual property rights, in and to ONTV, the Website and all Works available therefrom.  All rights not expressly granted are reserved.  There are no implied rights.

Confidential Information
You agree not to disclose any confidential information about ONTV or the Website without ONTV�s prior written consent.  Confidential information includes, without limitation, sales and marketing data including data related to the sublicensing of Work (such as sublicense fees and numbers of downloads) customer data, trade secrets, and proprietary pricing formulas and marketing techniques.  Confidential information shall not include any information which is within the public domain other than as a result of any disclosure by any person in violation of any obligation of confidentiality or is required to be disclosed by law.  The terms of this Section shall survive the termination of this Agreement.

Warranties
Licensor represents and warrants that: (i) Licensor is the owner of the Work or that the Work is in the public domain; (ii) Licensor has the legal right and authority to enter into this Agreement and to grant the License and has obtained all necessary permissions for the licensing of the Work to ONTV as contemplated hereunder; (iii) Licensor has no knowledge as to any third-party claims regarding the intellectual property or other rights in the Work which claims would interfere with the rights granted under this Agreement; (iv) the Work does not infringe the rights of privacy, celebrity, moral or other rights of any third party; (v) the Work is not defamatory or obscene; (vi) the Work does not contain illegal material; (vii) the Work does not contain material which denigrates or attacks any persons based on race, religion, national origin, sexual orientation or the like; (viii) ONTV may legally distribute the Work for a fee without the infringement or misappropriation of any rights of any third party and without the obligation to make any payments to, or obtain any permission from, any third party; and (ix) the Work meets ONTV�s Appropriateness Guidelines.  Licensor acknowledges that ONTV owns all right, title and interest in and to the Website and ONTV products and services.

Indemnification
Licensor will defend, indemnify and hold ONTV and ONTV's officers, directors, employees, agents, partners, consultants, contractors and licensees (collectively, 
"Indemnified Parties") harmless from all judgments, awards, losses, liabilities, costs and expenses including, but not limited to, reasonable attorneys� fees, expert witness fees, and costs of litigation, arising out of or in connection with any claim or suit made or brought against any Indemnified Party related to or arising out of the Work, the License, or your breach of any representation or warranty or any other term of this Agreement.  Nothing else in this Agreement withstanding, ONTV will not pay Royalties on sublicenses of any Work which do not fully conform with and qualify under all of the provisions of clauses "i" through "ix" in the "Warranties" Section above.

DISCLAIMERS AND LIMITATIONS
ONTV HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES RELATED TO THIS AGREEMENT, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  ONTV FURTHER DISCLAIMS AND EXCLUDES ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY AND PERFORMANCE OF THE WEBSITE.  ONTV DOES NOT PROMISE, GUARANTEE, REPRESENT OR WARRANT THAT (A) ITS SERVICE, ANY WEBSITE WILL BE CONTINUOUSLY AVAILABLE, OPERATE WITHOUT ERROR, OR BE IMMUNE TO SECURITY BREACHES, (B) THE WORK WILL ALWAYS BE AVAILABLE OR AVAILABLE AT ANY PARTICULAR TIME, (C) ONTV WILL DISTRIBUTE, OR WILL EXERT ANY EFFORTS TO DISTRIBUTE, THE WORK, (D) LICENSOR WILL RECEIVE ANY MINIMUM ROYALTY FOR THE WORK, OR (E) THE WORK WILL NOT BE INFRINGED BY ONTV�S USERS OR OTHER THIRD PARTIES.  ONTV SHALL HAVE NO LIABILITY FOR ANY OF THE FOREGOING.

IN NO EVENT WILL ONTV BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, OR WEBSITE OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

IN NO EVENT WILL ONTV�S LIABILITY EXCEED THE LESSER OF (A) ONE HUNDRED DOLLARS (USD $100) OR (B) THE AMOUNTS ACTUALLY PAID TO LICENSOR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTS FIRST GIVING RISE TO THE CLAIM.

Notification of Claims of Infringement
If Licensor believes that a Work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify ONTV�s agent for notice of claims of copyright or other intellectual property infringement ("Agent"):

Jonathan Oakes
		Open Network Television, LLC
�		Telephone:	(917) 447-7838
		Fax:  		(917) 591-9824
		Email:  	DMCA@openvision.tv

Please provide our Agent with the following Notice:

1.A signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
2.A description of the copyrighted work that You claim has been infringed;
3.A description of where the material that You claim is infringing is located on the site;
4.Your address, telephone number, and email address;
5.A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6.A statement by You, made under penalty of perjury, that the above information in your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner�s behalf.

ONTV will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act.

Arbitration
Any dispute with regard to this Agreement shall be submitted to one arbitrator for arbitration in New York City, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The award rendered by the arbitrator shall be binding as between the parties and judgment on such award shall be entered in any court having jurisdiction thereof. The Arbitrator may award attorneys� fees and costs to the prevailing party.

Relationship
No party to this Agreement shall represent themselves to be the agent, employee, franchisee, franchiser, joint venturer, officer or partner of the other party and nothing in this Agreement shall be construed to place the parties in the relationship of principal and agent, employer and employee, or partners or joint venturers and it is agreed that no such relationship exists.

Termination
ONTV may, in its sole discretion, terminate this Agreement and/or temporarily or permanently remove the Work from ONTV's Website or otherwise cease distribution of the Work at any time, with or without cause and without notice to Licensor.  Further, ONTV may, in its sole discretion, delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Website (or any part thereof), immediately and without notice, and remove and discard any Work within the Website, for any reason, including, without limitation, if, in ONTV�s judgment, You are in breach of any term, or the spirit, of this Agreement.

Miscellaneous
Licensor agrees that (i) the Website shall be deemed to be solely based in New York, and (ii) the Website shall be deemed to be a passive website that does not give rise to personal jurisdiction over ONTV, either specific or general, in jurisdictions other than New York.  If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.  This Agreement is to be construed under the laws of the State of New York and the laws of the United States as applicable and will be deemed to have been made in New York City, New York between New York residents. The UN Convention for the International Sale of Goods shall have no application to this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements with respect to such subject matter.  ONTV reserves the right to change the terms of this Agreement or its policies relating to Cruxy or its distribution of the Work at any time and shall notify Licensor by posting an updated version of this Agreement or otherwise notifying Licensor. Licensor is responsible for regularly reviewing the Agreement. Without limitation, continued use of Cruxy after any such changes shall constitute Licensor�s consent to such changes.  This Agreement has been prepared in English, which language will be controlling in all respects.  Any translation of this Agreement into any other language is for reference only and will have no legal or other effect.  All proceedings related to this Agreement will be conducted in English.

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