ROTOSHOOT TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

Please read the following terms of service (“TOS”) carefully as they contain the legal terms and conditions of the agreement (“Agreement”) that you must agree to when you register with us for or submit digital images or other content to RotoShoot through the Service.  As used in this Agreement, “we” or “RotoShoot” means Roto Systems Inc., and “you” means the individual submitting Content to RotoShoot.  Any individual who wants to use the Service must accept the terms of this agreement without change.  BY REGISTERING FOR OR USING THE SERVICE OR SUBMITTING ANYTHING TO ROTOSHOOT, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

2. DESCRIPTION OF ROTOSHOOT SERVICES

RotoShoot provides users with software applications and access to 360 degree rotatable views of objects, including without limitation various communications tools, emails, search services, social network connecting features, personalized content and branded programming which may be accessed through any various medium or device now known or hereafter developed. You also understand and agree that the RotoShoot Services may include advertisements. Unless explicitly stated otherwise, any new features that augment or enhance the current RotoShoot Services, including the release of new versions, shall be subject to the TOS. You understand and agree that the RotoShoot Services are provided "AS-IS" and that RotoShoot assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the RotoShoot Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the RotoShoot Services.

You understand that the technical processing and transmission of the RotoShoot Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the RotoShoot Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the RotoShoot Services under your applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or RotoShoot has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RotoShoot has the right to suspend or terminate your account and refuse any and all current or future use of the RotoShoot Services (or any portion thereof).

4. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the RotoShoot Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify RotoShoot of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. RotoShoot cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.

5. MEMBER CONDUCT

You understand that all information, ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not RotoShoot, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the RotoShoot Services. RotoShoot does not control the Content posted via the RotoShoot Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the RotoShoot Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will RotoShoot be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the RotoShoot Services.

You agree to not use the RotoShoot Services to:

a - upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b - harm minors in any way;

c - impersonate any person or entity;

d - forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the RotoShoot Service;

e - upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f - upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

g - upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

h - interfere with or disrupt the RotoShoot Services or servers or networks connected to the RotoShoot Services, or disobey any requirements, procedures, policies or regulations of networks connected to the RotoShoot Services, including using any device, software or routine to bypass our robot exclusion headers;

i - intentionally or unintentionally violate any applicable local, state, national or international law;

j - provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

k - "stalk" or otherwise harass another; and/or collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through k above.

6. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content.

7. CONTENT SUBMITTED OR MADE AVAILABLE ON THE ROTOSHOOT SERVICES

RotoShoot does not claim ownership of Content you submit or make available for inclusion on the RotoShoot Services. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the RotoShoot Services, you grant RotoShoot the following worldwide, royalty-free and non-exclusive license(s), as applicable:

With respect to Content you submit or make available for inclusion on publicly accessible areas of RotoShoot service, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the RotoShoot Services solely for the purposes of providing and promoting RotoShoot service. This license exists only for as long as you elect to continue to include such Content on the RotoShoot Services and will terminate at the time you remove or RotoShoot removes such Content from the RotoShoot Services. "Publicly accessible" areas of the RotoShoot Services are those areas of the RotoShoot network of properties that are intended by RotoShoot to be available to the general public.

8. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that RotoShoot may establish general practices and limits concerning use of the RotoShoot Services, including without limitation the maximum number of days that uploaded Content will be retained by the RotoShoot Services, the maximum number of email messages that may be sent from or received by an account on the RotoShoot Services, the maximum size of any email message that may be sent from or received by an account on the RotoShoot Services, the maximum disk space that will be allotted on RotoShoot servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the RotoShoot Services in a given period of time. You agree that RotoShoot has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the RotoShoot Services. You acknowledge that RotoShoot reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that RotoShoot reserves the right to modify these general practices and limits from time to time.

9. MODIFICATIONS TO ROTOSHOOT SERVICES

RotoShoot reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the RotoShoot Services (or any part thereof) with or without notice. You agree that RotoShoot shall not be liable to you or to any third party for any modification, suspension or discontinuance of the RotoShoot Services (or any part thereof).

10. TERMINATION

You may terminate your RotoShoot account, any associated email address and access to the RotoShoot Services by submitting such termination request to RotoShoot. You agree that RotoShoot may, without prior notice, immediately terminate, limit your access to or suspend your RotoShoot account, any associated email address, and access to the RotoShoot Services.

Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the RotoShoot Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the RotoShoot Services. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in RotoShoot's sole discretion and that RotoShoot shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the RotoShoot Services. Termination of your RotoShoot account includes any or all of the following: (a) removal of access to all or part of the offerings within the RotoShoot Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the RotoShoot Services.

11. ROTOSHOOT'S PROPRIETARY RIGHTS

You acknowledge and agree that the RotoShoot Services and any necessary software used in connection with the RotoShoot Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through the RotoShoot Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by RotoShoot or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the RotoShoot Services, such Content or the Software, in whole or in part. RotoShoot grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer or device; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the RotoShoot Services. You agree not to access the RotoShoot Services by any means other than through the interface that is provided by RotoShoot for use in accessing the RotoShoot Services.

12. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ROTOSHOOT SERVICES AND SOFTWARE ARE AT YOUR SOLE RISK. THE ROTOSHOOT SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.