ALM TALKIES, LTD. CONTENT SUBMISSION TERMS OF USE

PLEASE READ THESE CONTENT SUBMISSION TERMS OF USE CAREFULLY BEFORE MAKING A SUBMISSION TO THIS WEBSITE.  USE OF THIS WEBSITE WILL BE AN INDICATION THAT YOU AGREE TO EACH OF THE TERMS AND CONDITIONS PROVIDED (“TERMS OF USE”).  IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO MAKE A SUBMISSION OR USE THIS WEBSITE FOR ANY PURPOSE.

1.  ACCEPTANCE

This is an agreement between ALM TALKIES, LTD. (“ALMT” or “our”, “us” or “we”) and you.  Your use of, or submissions of original content (each a “Submission”) to www.almtalkies.com,  HYPERLINK “http://www.girlinthereddress.com” www.girlinthereddress.com and any other websites designated by ALMT (collectively the “Website”) assumes that you fully accept and agree to the Terms of Use set forth in this document. These Terms of Use also state that by submitting your personal information in connection with the Submission, you are certifying you may submit additional personal information and/or elements, including but not limited to your name(s), trademarks, tradenames, likenesses, photographs, biographical materials and all other graphic and/or textual material (collectively, the “Personal Materials” and together with the Submission, the “Materials”).  Again, if you do not agree to any of these terms, then please do not use, or make a submission to the Website.

2.  ELIGIBILITY – VOID WHERE PROHIBITED

Any person 18 years of age and over may make a Submission to the Website.  Should you be under the age of 18 and desire to make a Submission, such Submission must be accompanied by a valid permission email or facsimile signed by a parent or guardian.  Submissions shall be void where prohibited by law.

3.  OWNERSHIP OF SUBMISSIONS

You hereby acknowledge that all artistic, literary, dramatic, musical and other elements submitted and/or prepared by you in connection with the Submissions are specially commissioned by ALMT as a work made for hire. Accordingly, ALMT is the author and owner of all right, title and interest in and to the Materials, including but not limited to all copyrights in the Materials (and all renewals and extensions thereof), with the right to use, alter and modify Materials in any manner that ALMT may determine. If any of the Materials is determined not to be a work made for hire, you hereby assign to ALMT in perpetuity all right, title and interest in and to the Materials, including but not limited to all copyrights in the Materials (and all renewals and extensions thereof). Without limitation, we may exploit the Materials in any and all media, now known or hereafter devised, throughout the world, in perpetuity.

ALMT may use the Materials to advertise, promote and publicize ALMT and the Website in all media throughout the universe and may authorize others to do so; such advertising, promotion and publicity may include portions and excerpts, in addition to cut-in, synchronized, dubbed and superimposed versions of the Materials. ALMT may use and authorize others to use your name, voice and likeness in any media for the purposes of advertising, promoting or publicizing the use by ALMT of the Submission.

4.  REPRESENTATIONS AND WARRANTIES

You warrant and represent that: (i) you are at least 18 years of age, (ii) you are free to enter into and fully perform all of your obligations hereunder and that you have secured all consents necessary to enter into this Agreement; (iii) the Materials do not and will not violate any law, statute, ordinance or regulation, (iv) the rights granted herein will not infringe on any rights or interests of any third party; (v) no additional consent from any parties regarding any elements contained in the Materials will be required for ALMT to exercise the rights granted to it herein; and (vi) the Materials are not and will not be defamatory, trade libelous, pornographic or obscene.

5.  OPPORTUNITY FOR REVENUE SHARING ON EXISTING SUBMISSIONS

(a) All Submissions have an equal opportunity to be chosen by ALMT for promotion and distribution through the Website.  Within forty five (45) days after making a Submission, ALMT shall judge, at its sole and reasonable discretion, all Submissions to be placed on the Website or integrated with ALMT’s proprietary content for promotion and publicity purposes. The primary factor that will be the basis of ALMT’s decision shall be the overall quality of the Submission, but ALMT shall consider such factors as originality, creativity, humor, outrageousness and relevance.

(b) Should ALMT wish to expand upon a Submission, ALMT shall contact the individual making the Submission by email for the purpose of entering into a potential arrangement involving either revenue sharing, licensing, royalties or some form of joint venture as applicable.

6.  CONDITIONS

(a) All Submissions become the property of ALMT and will not be returned.

(b) ALMT requires that users refrain from submitting Materials, and ALMT shall not consider Materials, which contain any of the following:

• • the display of commercial products (e.g., clothing, toys, food, etc.)
  • gratuitous gun imagery/gestures
  • hard liquor placement
  • nudity
  • phone numbers, website URL’s, or personally identifiable information (eg. license plates)
  • clothing or signage w/ logos/trademarks/tradenames
  • materials which endorse or condone illegal drug or alcohol abuse
  • explicit, graphic or excessive sexual activity
  • derogatory characterizations of any ethnic, racial, sexual or religious groups
  • gratuitous violence
  • language which is vulgar or offensive.

ALMT reserves the right to reject any Materials that it deems, in its sole discretion, to violate any of these Terms of Use. ALMT may modify or edit any Materials, or request participants to do so, so that the Materials meet the accepted guidelines.

ALMT shall not be liable for any costs or expenses incurred in the creation of any Submissions.

7. DISCLAIMER

(a) Your use of the Website is at your sole discretion and risk. The Website, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind.

(b) ALMT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE WEBSITE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.

(c) ALMT expressly disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Website; (ii) regarding the goods, services, advise, information or links provided by any third parties or users; (iii) that the Website will meet your requirements; or (iv) that the Website will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by you from the Website shall create any warranty not expressly stated in these Terms of Use.

(d) ALMT assumes no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Website, including any injury or damage to you or to any person’s computer related to or resulting from use of the Website.

(e) Under no circumstances shall ALMT be responsible for any loss or damage, including personal injury or death, resulting from use of the Website, from any reviews, advertisements or Submissions posted on or through the Website, or from the conduct of any users of the Website, whether online or offline.

8. LIMITATION OF LIABILITY

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ALMT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY USE OR INABILITY TO USE THE WEBSITE OR THE MATERIALS. YOU UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL ALMT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO: (i) ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE OR THE MATERIALS, (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE WEBSITE OR THE MATERIALS, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE OR THE MATERIALS, EVEN IF ALMT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ALMT shall assume no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to ALMT’S infrastructure or connectivity to the Internet, or failure of any third party distribution partner, (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, ALMT will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE INFORMATION, OR THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

9. USER CONDUCT

You agree to use the Website only for lawful purposes. You agree not to take any action that might compromise the security of the Website, render the Website inaccessible to others or otherwise cause damage to the Website or the Materials. You agree not to add to, subtract from, or otherwise modify ALMT’s proprietary content. You agree not to use the Website in any manner that might interfere with the rights of ALMT or any third party.

10. INDEMNITY

You agree to defend, indemnify and hold harmless ALMT, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Website.

11. DISPUTES

As a condition of making a Submission, you agree that any and all disputes which cannot be resolved between the parties, claims and causes of action arising out of or connected with the Submission, shall be resolved individually, exclusively by the laws of the State of Illinois, then in effect. Further, in any such dispute, under no circumstances will you be permitted to obtain awards for, and hereby waive all rights to claim punitive, incidental or consequential damages, or any other damages, including attorney’s fees or other such related costs of pursuing a claim. The Website is governed by, and construed in accordance with, the laws of the State of Illinois, without reference to conflicts of law principles, and ALMT and you and other related parties consent to the jurisdiction of both the state and federal courts of DuPage County, Illinois and agree to bring any actions arising out of these Terms of Use in such court.

12. ASSIGNMENT

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ALMT without restriction.

13. WAIVER; SEVERABILITY

The failure to require performance of any provision shall not affect ALMT’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of these Terms of Use is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of these Terms of Use will remain in full force and effect.

14. ENTIRE AGREEMENT

These Terms of Use constitute the entire and exclusive understanding and agreement between you and ALMT regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between you and ALMT relating to this subject matter. You may be subject to additional terms and conditions that may apply when you use or access certain features of the Website.

15. INDEPENDENT RELATIONSHIP

You and ALMT are independent contractors, and these Terms of Use, including but not limited to submission or distribution of any reviews or advertisements, will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between the you and ALMT. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.  Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Agreement. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Agreement.  Moreover, each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder or in connection with the transactions contemplated hereby.

YOU AND ALMT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.