BEMOTE™ TERMS OF SERVICE AGREEMENT

Please read these Terms of Use ("Terms") carefully. They contain the legal terms and conditions that govern your use of services provided to you by Bemote™, including information, text, images, graphics, video, audio, data or other materials ("Content") and products and services provided through www.bemote.com afnd www.shop.bemote.com as well as all elements, software, programs and code forming or incorporated in to www.bemote.com (the "Service"). This Service is operated by Bemote LLC. ("Bemote™). Bemote™ is also referred to in these Terms as "we", "our", and "us".
By using our Service, you agree to be bound by Section I of these Terms ("General Terms"), which contains provisions applicable to all users of our Service, including visitors to the Bemote™ website (the "Site"). If you choose to register as a member of our Service or purchase products from the Bemote™ Shop, you will be asked to check a box indicating that you have read, and agree to be bound by, the additional terms set forth in Section II of these Terms ("Additional Terms").

Section I: General Terms
1. Availability
This Service is provided by Bemote™ on an "AS IS" and "AS AVAILABLE" basis and Bemote™ reserves the right to modify, suspend or discontinue the Service, in its sole discretion, at any time and without notice. You agree that Bemote™ is and will not be liable to you for any modification, suspension or discontinuance of the Service.
2. Privacy
Bemote™ has a firm commitment to safeguarding your privacy. Please review Bemote's™ Privacy Policy. The terms of Bemote's™ privacy policy are incorporated into, and form a part of, these Terms.
3. Trademarks
All brand, product and service names used in this Service which identify Bemote™ or third parties and their products and services are proprietary marks of Bemote™ and/or the relevant third parties. Nothing in this Service shall be deemed to confer on any person any license or right on the part of Bemote™ or any third party with respect to any such image, logo, IP or name.
4. Copyright
Bemote™ is, unless otherwise stated, the owner of all copyright and data rights in the Service and its contents. Individuals who have posted works to Bemote™ are either the copyright owners of the component parts of that work or are posting the work under license from a copyright owner or his or her agent or otherwise as permitted by law. You may not reproduce, distribute, publicly display or perform, or prepare derivative works based on any of the Content including any such works without the express, written consent of Bemote™ or the appropriate owner of copyright in such works. Bemote™ does not claim ownership rights in other websites, your works or other materials posted by you to Bemote™ (Your Content). You agree not to distribute any part of the Service other than Your Content in any medium other than as permitted in these Terms of Service or by use of functions on the Service provided by us. You agree not to alter or modify any part of the Service unless expressly permitted to do so by us or by use of functions on the Service provided by us.
5. Reporting Copyright Violations
Bemote™ respects the intellectual property rights of others and expects users of the Service to do the same. At Bemote’s™ discretion and in appropriate circumstances, Bemote™ may remove Your Content submitted to the Site, terminate the accounts of users or prevent access to the Site by users who infringe the intellectual property rights of others. If you believe the copyright in your work or in the work for which you act as an agent has been infringed through this Service, please contact Bemote’s™ agent for notice of claims of copyright infringement, Daniel Sowers who can be reached through violations@bemote.com . You must provide our agent with substantially the following information, which Bemote™ Channel may then forward to the alleged infringer (see 17 U.S.C. 512 (c)(3) for further details):

Please see Bemote’s™ Copyright Policy for further information and details.
6. External Links
Bemote™ may provide links to third-party websites or resources. You acknowledge and agree that Bemote™ is not responsible or liable for: the availability or accuracy of such websites or resources; or the Content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Bemote™ of such websites or resources or the Content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
7. Third Party Software
As a convenience, we may make third-party software available through the Service. To use the third-party software, you must agree to the terms and conditions imposed by the third party provider and the agreement to use such software will be solely between you and the third party provider. By accessing or downloading third party software, you acknowledge and agree that the software is provided on an "AS IS" basis without warranty of any kind. In no event shall Bemote™ be liable for claims or damages of any nature, whether direct or indirect, arising from or related to any third-party software accessed or downloaded through the Service.
8. Conduct
You agree that you shall not interfere with or disrupt (or attempt to interfere with or disrupt) this Service or servers or networks connected to this Service, or to disobey any requirements, procedures, policies or regulations of networks connected to this Service; or provide any information to Bemote™ that is false or misleading, that attempts to hide your identity or that you do not have the right to disclose. Bemote™ does not endorse any content placed on the Service by third parties or any opinions or advice contained in such content. You agree to defend, indemnify, and hold harmless Bemote™, its officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and expert fees, arising out of or in any way connected with your access to or use of the Services, or your violation of these Terms.
9. Disclaimer of Warranty and Limitation of Liability
BEMOTE™ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AS TO THE OPERATION OF THE SERVICE, OR THE CONTENT OR PRODUCTS, PROVIDED THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. BEMOTE™ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. BEMOTE™ MAKES NO WARRANTY AS TO THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SERVICE. YOU SPECIFICALLY ACKNOWLEDGE THAT BEMOTE™ IS NOT LIABLE FOR YOUR DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT, OR SUCH CONDUCT BY THIRD PARTIES, AND YOU EXPRESSLY ASSUME ALL RISKS AND RESPONSIBILITY FOR DAMAGES AND LOSSES ARISING FROM SUCH CONDUCT. EXCEPT FOR THE EXPRESS, LIMITED REMEDIES PROVIDED HEREIN, AND TO THE FULLEST EXTENT ALLOWED BY LAW, BEMOTE™ SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF BEMOTE™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON CERTAIN WARRANTIES OR DAMAGES. THEREFORE, SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL BEMOTE’S™ AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNTS PAID BY YOU TO BEMOTE™ PURSUANT TO THIS AGREEMENT.
10. Amendment of the Terms
We reserve the right to amend these Terms from time to time in our sole discretion. If you have registered as a member, you can request any material changes to these Terms (and the effective date of such changes) at your discretion, and by sending an email to the address you have provided to Bemote™ for your account. For all other users, we will post the revised terms on the Site. If you continue to use the Service after the effective date of the revised Terms, you will be deemed to have accepted those changes. If you do not agree to the revised Terms, your sole remedy shall be to discontinue using the Service.
11. General
These Terms constitute the entire agreement between Bemote™ and you with respect to your use of the Service. Bemote’s™ failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. If a court should find that one or more provisions contained in these Terms is invalid, you agree that the remainder of the Terms shall be enforceable. Bemote™ shall have the right to assign its rights and/or delegate its obligations under these Terms, in whole or in part, to any person or business entity. You may not assign your rights or delegate your obligations under these Terms without the prior written consent of Bemote™. These Terms shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts of the State of California.
12. Comments
If you have any comments or questions about the Service please contact us by email at sos@bemote.com .

Section II: Additional Terms
13. Registration
To register as a member of the Service or purchase products, you must be 18 years or lawfully permitted to enter into and form contracts under applicable law. In no event may minors submit Content to the Service. You agree that the information that you provide to us upon registration, at the time of purchase, and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times. This is especially important with respect to your email address, since that is the primary way in which we will communicate with you about your account and your orders.
14. Password
When you register as a member you will be asked to provide a password. You are responsible for safeguarding the password and you agree not to disclose your password to any third party. You agree that you shall be solely responsible for any activities or actions under your password, whether or not you have authorized such activities or actions. You shall immediately notify Bemote™ of any unauthorized use of your password.
15. Submitting Content
Live or On Demand Video Channels and Forums - As a registered member of the Service, you will be granted the privilege of participating in chat rooms and forums on the Bemote™ website as part of the Service, which means you may Post or Broadcast Your Content in the form of text, file, audio, video for display in these areas of the Bemote™ website, subject to your compliance with the Terms.
Channel Content - As a registered member of the Service, you will also be granted the privilege of submitting certain types of Your Content, known as "Channel Content," for display on your Bemote page. Prior to submitting Channel Content, you must accept the additional terms and conditions of the Submission Policy, which is incorporated into, and forms a part of, the Terms.
16. Copyright in Your Content
Bemote™ does not claim ownership rights in Your Content. For the sole purpose of enabling us to make your Content available through the Service, you grant to Bemote™ a non-exclusive, royalty-free license to reproduce, distribute, re-format, store, prepare derivative works based on, and publicly display and perform Your Content. Please note that when you upload Content, third parties will be able to copy, distribute and display your Content using readily available tools on their computers for this purpose although other than by linking to your Content on Bemote™ any use by a third party of your Content could violate paragraph 4 of these Terms and Conditions unless the third party receives permission from you by license.
17. Monitoring Content
Bemote™ has no ability to control the Content you may upload, post or otherwise transmit using the Service and does not have any obligation to monitor such Content for any purpose. You acknowledge that you are solely responsible for all Content and material you upload, post, access or otherwise transmit using the Service.
18. Storage Policy
At this time, Bemote™ provides free online storage of Your Content to registered members of the Service. However, you acknowledge and agree that Bemote™ may, at its option, establish limits concerning your use of the Service, including without limitation the maximum number of days that Your Content will be retained by the Service, the maximum size of any Content files that may be stored on the Service, the maximum disk space that will be allotted to you for the storage of Content on Bemote’s™ servers. Furthermore, you acknowledge that Bemote™ reserves the right to terminate or suspend accounts that are inactive, in Bemote’s™ sole discretion, for an extended period of time (thus deleting or suspending access to your Content). Without limiting the generality of Section 9, Bemote™ shall have no responsibility or liability for the deletion or failure to store any Content maintained on the Service and you are solely responsible for creating back-ups of Your Content. You further acknowledge that Bemote™ reserves the right to modify its storage policies from time to time, with or without notice to you.
19. Conduct
You agree to be subject to and to conduct yourself in accordance with the Bemote™ Etiquette Policy. You are responsible for all of Your Content you upload, download, and otherwise copy, distribute and display using the Service. You must have the legal right to copy, distribute and display all parts of any content that you upload, download and otherwise copy, distribute and display. Content provided to you by others, or made available through websites, magazines, books and other sources, are protected by copyright and should not be uploaded, downloaded, or otherwise copied, distributed or displayed without the consent of the copyright owner or as otherwise permitted by law. Please refer to Bemote’s™ Copyright Policy for further details.
You agree not to use the Service:

20. Suspension and Termination of Access and Membership
You agree that Bemote™ may at any time, and without notice, suspend or terminate any part of the Service, or refuse to fulfill any order, or any part of any order or terminate your membership and delete any Content stored on the Bemote™ Site, in Bemote’s™ sole discretion, if you fail to comply with the Terms or applicable law.
21. Bemote™ Refund Policy
ANY SERVICE UPGRADE OR PRODUCT PURCHASED THROUGH THE SERVICE OR BEMOTE™ SHOPPING CHANNELS ARE PROVIDED ON AN "AS IS" BASIS. BEMOTE™ DOES NOT OFFER ANY REFUNDS.
22. Bemote™ Online Shopping
From time to time, Bemote™ and our Advertising Partners may make certain products or services available for purchase from the Bemote™ Shopping Channel. For example, you may have the opportunity to purchase a webcam or buy additional video conferencing airtime.
All payments are to be made in US dollars or Bemote credits where permitted. Prices are subject to change at any time. Postage and applicable sales taxes will be added to your order during the checkout process. Prices do not include any import duties that may be added by the order destination country. Delivery dates are provided as an estimate only.

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BEMOTE™ COPYRIGHT AGREEMENT

Copyright guarantees an individual, company, or other creative entity protection from others using their original work in any manner not authorized by the original creator or an authorized agent or the original creator. The Bemote™ website is copyrighted.  Other websites, CDs, DVDs, newspaper articles, books, magazines, TV, and radio programming are also copyrighted. When you create an original work, you want to get credit for it and you don’t want others using your material without permission. That is the essence of copyright.  You are protected and others cannot copy or duplicate it without asking you. We ask all   members and visitors to assist us in making Bemote™ an honest, positive, and rewarding experience for everyone to share their creative work with the world.

We encourage you to read the following information; use it as a guide as you create, new multimedia, audio, photographic, and written works to post at Bemote™, whether you plan to share them with just a few family or friends or create them for a world audience. This information is not to be construed as offering legal or other professional advice, nor is it a meant to substitute for the advice of an attorney. We highly recommend you consult an attorney with additional questions or if you feel you require legal advice.  An hour consultation fee could save you not only many legal headaches but also serious monetary damages. 

 We have attempted to outline here a basic understanding of what you need to know.  Whatever you do, don’t guess. Seek the facts and, if necessary seek the assistance of a schooled professional. Copyright and copyright infringement is definitely one place it is better to be safe rather than sorry.

What Is Copyrighted?
The best policy with regards to copyright is to understand and apply the following criteria:

Just about any creative work you see or hear is copyrighted. Because a work is publicly available, does NOT mean it is “public domain,” or free for public use.  “Pubic Domain” works do exist and more often than not they state upfront the work is public domain. You can also search: xyz, public domain. Because it is on the Internet, does NOT affect its copyright status. There is no requirement that the copyright statement, (i.e., ©John Jones, 2008. All rights reserved.), appear either on or near the work. Assume it is copyrighted and seek permission of the original creator before you use it. Most artists and creative people want their copyright visible. However, don’t assume the work is unprotected, or not copyrighted because you can’t see the © symbol or there isn’t a copyright notice. 

Copyright Infringement
Copyright infringement occurs when you use another person’s creative work without getting their permission or authorization to include it in yours.  Avoid this situation by making sure all parts of your work, written, visual, and audio, are your own original creations or you have written permission from the original artist or authorized agent for use of their material. Apply this rule to everything you might post at Bemote™: written, music, video, animation, files, and multimedia works.

You cannot sell or otherwise make commercially available work that includes another artist’s material, whether it’s sections of a written work, a portion of a photograph, a few seconds of audio, or clips from their multimedia, video, or animation. You cannot take an existing work in one medium and adapt it to a different one, such as making a book or play into a screenplay or using someone’s photograph for one of your paintings.

The best way to respect, honor, and avoid infringing on the copyrights of other creative individuals and entities is to create a completely original work using your skills, talents, and imagination or, if you want to incorporate their with yours, get their permission first. This does not mean your ‘idea’ has to be wholly novel and or one that has never used before. The saying, “There’s nothing new under the sun” is probably true. In reference to copyright, ‘original’ means that you create your work without using or copying anyone else's work or you get their permission to incorporate theirs with yours.

Regardless of how you obtain someone else’s work, you must get permission from the original creator before you use it with yours. Whether others are already using parts of the work does not absolve you of copyright infringement. Also, changing, altering, or editing does not absolve you of copyright infringement.      

If You Submit Copyrighted Material To Bemote™
We delete a submission as soon as we are made aware that it infringes upon the copyright of another artist, creative person, company, or any other entity. We do NOT provide you with an advanced warning and you will NOT be given an opportunity to 'fix it'. We are legally required to act to protect the original copyright holder and we will act immediately. If you repeatedly post material that infringes on the copyright of other individuals, companies, or other entities, we will be suspend your Bemote™ membership and account. We reserve the option to permanently deactivate memberships and keep serious offenders from getting a new Bemote™ membership. 

If you believe that a Bemote™ submission infringes upon your copyright, either report the submission using our internal reporting system or send us a copyright notice via email. Our staff will immediately review your notice and resolve the situation. If you believe that one of your submissions was removed in error, contact our Help Desk or file a counter notice. A member of our staff will assist you in resolving the situation to your satisfaction.

Please Note:  Despite the fact that Bemote™ removes copyright infringing works, if you put posted it on Bemote™, you could incur serious damages if the copyright owner decides to sue you. Bemote™ is not responsible for content posted by members and visitors.  We are vigilant in protecting copyright holders against infringements and violations. We urge all members and visitors to assist us in this effort.

"Fair Use"
"Fair Use" is use of copyrighted works that do not require the permission of a copyright owner. These uses can include commentary, criticism, news   reporting, and educational uses. They are not simple or straightforward criteria, however. In fact, using someone else’s copyrighted material is complex, if not potentially dangerous, given the issues we’ve been discussing. We advise you seek the advice of an attorney before you use “Fair Use” to justify or explain why you have employed someone else’s copyrighted material. A ‘Fair Use’ claim will not exempt you from counter claims of the copyright owner; you could be sued and if the other party wins, you could be responsible for serious damages.

Consult the following websites for more information on “Fair Use”:
http://www.utsystem.edu/ogc/intellectualproperty/copypol2.htm http://www4.law.cornell.edu/uscode/17/107.html
http://www.copyright.gov/fls/fl102.html
http://www.copyrightwebsite.com/Info/FairUse/FairUse.aspx 
http://fairuse.stanford.edu/
http://chillingeffects.org/fairuse

Notifying Bemote™ of Copyright Infringement
Under Section 512(f) of the Copyright Act any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Consult your legal counsel or see Section 512(c)(3) of 17 U.S.C. to clarify or confirm the requirements of the notice.

The Copyright Act provides for the rights of copyright owners whose content appears on Bemote™ without authorization. To file a copyright infringement notification with Bemote™, the copyright owner or an agent acting on his or her behalf must contact us with the following information:

Use the Bemote™ internal reporting system and/or send an email with the information above to:
Bemote™ Copyright Complaint
Email:          violations@bemote.com 
Phone:        888 - 810 - BEMO

Counter-Notification
Under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please consult the Bemote™ Terms of Service which explains you may be removed from the website if you are a repeat infringer or if you violate Bemote’s™ policies. Contact Bemote™ at sos@bemote.com assistance and more on information on counter notice.

BEMOTE™ SUBMISSION AGREEMENT
This is the agreement ("Agreement") between you as either an individual artist or as the legal authorized representative of a group artist ("Artist") and Bemote™ LLC., ("Bemote™") concerning the uploading of Artist's audio, visual, audiovisual and other content materials (the "Artist Materials" defined below) to the Bemote™.com website or any successor(s) websites and/or websites to which the contents in whole or in part of Bemote™.com are assigned (the "Bemote™ Site(s)") and concerning Bemote’s™ use of Artist Materials on the Bemote™ Site(s). If Artist is agreeing on behalf of a group artist or a group of artists then each reference to "Artist" in this Agreement refers to each member of the group or the group as a whole, as the case may be. Artist and Bemote™ acknowledge the exchange of mutual benefits and promises and other consideration and agree as follows with respect to new submissions of Artist Materials and any former submissions of Artist Materials:
1.   Term.
The term ("Term") of this Agreement starts on the date that the Artist Materials are initially uploaded to any Bemote™ Site(s) and continues until either Artist or Bemote™ terminates this Agreement in writing, with or without cause or by the removal of Artist Materials for the purpose of termination all subject to the survival of certain undertakings in this agreement set out in paragraph 15 (f), below:
a)      To the extent this Agreement is terminated by Artist, the rights granted in this Agreement will terminate only after Artist has requested the removal all of his or her Artist's Materials from the Bemote™ Site(s) excluding those Artist Materials that cannot be removed by Artist (e.g. comments posted to Bemote™), and Bemote™ has received notice of the removal. If this Agreement is terminated by Bemote™, this Agreement will terminate when Bemote™ removes Artist's Materials from the Bemote™ website excluding comments posted to Bemote™ by Artist or members. If the Agreement is terminated in these ways, the parties agree to cooperate in providing an orderly termination of the relationship.
b)     Artist can selectively terminate this agreement with respect to any individual work posted by Artist to Bemote™ by removing the posted work from Bemote™ and this selective termination with respect to an individual work will become effective when Bemote™ receives notice of the removal. Bemote™ provides a removal function with respect to individual works posted by Artist and the proper use of this function shall serve as notice of removal.  If the Agreement is terminated with respect to an individual work in this way, the parties agree to cooperate in providing an orderly withdrawal of the work to the extent it has been licensed to third parties under this agreement or to the extent that Artist has placed the work in the Print program or similar commercial efforts within Bemote™ websites.
2.   Ownership
Artist at all times retains all right, title and interest in and to the Artist Materials provided by Artist hereunder (including, without limitation, the copyrights in and to the Artist Materials), subject to the non-exclusive rights in the licenses granted to Bemote™ under this Agreement. Artist is free to grant similar rights to others during and after the Term of this Agreement.

3.   License To Use Artist Materials
As and when Artist Materials are uploaded to the Bemote™ Site(s), Artist grants to Bemote™ a worldwide, royalty-free, non-exclusive license to do the following things during the Term:
a)      to prepare and encode Artist Materials or any part of them for digital or analog transmission, manipulation and exhibition in any format and by any means now known or not yet known or invented;
b)     to display, copy, reproduce, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, distribute through any electronic means (including analog and digital) or other means, and electronically or otherwise publish any or all of the Artist Materials, including any part of them, and to include them in compilations for publication, by any and all means and media now known or not yet known or invented;
c)      to modify, adapt, change or otherwise alter the Artist Materials (e.g., change the size) and use the Artist Materials as described in Section 3(b); and
d)     the right to sublicense to any other person or company any of the licensed rights in the Artist Materials, or any part of them, subject to the terms and conditions of this Agreement.
e)      Artist acknowledges that Artist will not have any right, title, or interest in any other materials with which Artist Materials may be combined or into which all or any portion of Artist Materials may be incorporated.
f)       During the Term, Bemote’s™ licenses under this Agreement include the right to use any part of the Artist Materials in the promotion, advertising or marketing of the Bemote™ Sites.
g)      As used in this Agreement, the term "Artist Materials" means any content uploaded to the Bemote™ Site(s) which may include without limitation Artist's name(s) (including professional names), trademarks, trade names, likenesses, photographs, biographical materials, audio-visual materials, artwork, liner notes, and other graphical, textual, video, film or audio materials and any and all "skins," computer-generated images or other artwork or images that Artist submits to Bemote™ in any medium or format whatsoever.
4.   Name and Likeness
Artist also grants to Bemote™:
a)      a worldwide, royalty-free, non-exclusive license to use Artist's name(s), group name, photograph and/or likeness(es) and biographical materials in connection with the distribution, exploitation, promotion, marketing and advertising of the Artist Materials, and the Bemote™ Site(s)as described hereunder, during the Term;
b)     Artist also agrees not to assert against Bemote™ any privacy, publicity, moral or similar rights held by Artist and on behalf any other person(s) whose name(s), photographs and/or likeness(es) and/or performances are embodied in the Artist Materials. Artist also agrees that any persons other than Artist appearing recognizably or otherwise in Artist Materials will not assert of any privacy, publicity, moral or similar rights) under the laws of the United States and any other country in connection with the exploitation of the materials as described in this Agreement; and,
c)      To the extent that the Artist Materials contain the name(s), group name, photograph and/or likeness(es) and biographical materials of any other person, Artist hereby grants to Bemote™ a worldwide, royalty-free, non-exclusive license to use them in connection with the distribution, exploitation, promotion, marketing and advertising of the Artist Materials, as described in this Agreement, during the Term.
5.   Limitation Of Rights
The rights and licenses granted to Bemote™ under sections 3 and 4 of this Agreement require Bemote™ to obtain Artist consent before Bemote™ makes any commercial agreement with anyone else to separately buy, license, re-sell or re-publish or commercially use any Artist Materials not in association with Bemote™ but as an individual work of art or as a group of works from a single Artist in isolation from any other works. No additional consent is required for any other licensed uses under this Agreement of Artist Materials either as part of the Bemote™ Site(s) or in connection with the distribution of content groups from the Bemote™ Site(s) and/or for uses of the Artist Materials made at the discretion of a visitor to the Bemote™ Site(s) or other users under agreements with Bemote™. Bemote™ will contact Artist in writing about any individual commercial uses of Artist Materials instigated by Bemote™.

6.   Payment
Payment Unless otherwise agreed between Artist and Bemote™ in a writing from Bemote™, the license granted to Bemote™ under this Agreement is royalty-free.

7.   Representations and Warranties.
Artist represents and warrants that:
a)      Artist has the full right and power to enter into and perform this Agreement and to grant Bemote™ all rights to use the Artist Materials as contemplated in this Agreement, including, without limitation, the license grants in Sections 3, 4 and 5,
b)     Artist has obtained all necessary third-party consents, rights, licenses and permissions, if any, required for Artist to enter into and perform this Agreement and to grant Bemote™ the rights to use the Artist Materials set out in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in the Artist Materials),
c)      the Artist Materials (and Bemote’s™ use of them under this Agreement) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party,
d)     all information that Artist has provided or will provide to Bemote™ is true and complete,
e)      the Artist Materials do not and will not violate any law, statute, ordinance or regulation,
f)       the Artist Materials do not and will not be defamatory, libelous, threatening, pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws,
g)      the Artist Materials do not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of Bemote™ or any third party, and
h)      if Artist or any member of Artist's group is a minor, Artist hereby warrants that Artist has 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. These warranties shall survive any termination of this Agreement.

8.   Third Party Payments
Artist is responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with the Artist Materials.

9.   Indemnity
Artist agrees to defend, indemnify, reimburse and hold Bemote™ and its parent, subsidiary and affiliated entities, and its and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sub-licensees and assignees harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney's fees, costs and expenses and court costs) arising out of or related to:
a)      Artist's use of the Bemote™ Site(s);
b)     any breach or alleged breach of Artist's representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions of this Agreement; and
c)      Artist's violation or alleged or threatened violation of any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of Artist Materials as provided in this Agreement
10. Bemote’s™ Performance
Artist acknowledges and agrees that the operation of the Bemote™ Site(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Bemote™ will not be responsible to Artist or others for any interruptions, errors or problems or even for an outright discontinuance of the Bemote™ service. There are no assurances whatsoever that any of the Artist Materials or any part or element of Artist materials will actually be used on the Bemote™ Site or if used will continue to be available for any particular time. Bemote™ has the right, in Bemote’s™ sole and absolute discretion, to remove from the Bemote™ Site(s) at any time the Artist Materials or any part of them and/or to revoke any sublicense granted by Bemote™ to any affiliate or unaffiliated third party. Notwithstanding the foregoing, Bemote™ does not control the content of the Artist Materials and does not have any obligation to monitor the content of the Artist materials for any purpose or reason. Artist acknowledges that Artist is solely responsible for all content submitted to the Bemote™ Site(s) by Artist. The Bemote™ Site may be discontinued at any time, with or without reason and all Artist materials uploaded to Bemote™ may be removed and unavailable for recovery by any means. Artist and only Artist is responsible for maintaining at Artist's expense and in facilities owned or controlled only by Artist any and all original materials or so-called back-up copies of all or any part of the Artist Materials.

11.  No Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BEMOTE™ DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
a)      UNINTERRUPTED OR CONTINUOUS AVAILABILITY OF THE BEMOTE™ SITE, AND
b)     IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE BEMOTE™ SITE AND ANY SERVICES PROVIDED BY BEMOTE™ HEREUNDER. IN ADDITION, ALTHOUGH BEMOTE™ INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE BEMOTE™ SITE(S), AND WHETHER OR NOT BEMOTE™ IMPLEMENTS THE AFOREMENTIONED REASONABLE PROTECTIONS, BEMOTE™ DOES NOT WARRANT THAT THE BEMOTE™ SITE(S), ANY PART THEREOF, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE BEMOTE™ SITE(S) IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.

12.  No Liability for Third Party Use
BEMOTE™ DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE ARTIST MATERIALS MADE AVAILABLE ON THE BEMOTE™ WEBSITE BY THE ARTIST PURSUANT TO THE TERMS OF THIS AGREEMENT. ARTIST SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF ARTIST MATERIALS BY A THIRD-PARTY, AND NOT FROM BEMOTE™. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS ARTIST MATERIALS FROM BEMOTE™ (WHETHER OR NOT WITH BEMOTE’S™ PERMISSION), AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED BY THE LICENSES GRANTED UNDER THIS AGREEMENT ARTIST WILL SEEK REDRESS OR RECOVERY FROM THE OTHER PERSON AND NOT FROM BEMOTE™, AND THAT ARTIST WILL NOT HOLD BEMOTE™ RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.

13.  Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL BEMOTE™, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES), WHETHER OR NOT BEMOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE BEMOTE™ SITE(S). IN NO EVENT SHALL BEMOTE’S™ TOTAL LIABILITY TO ARTIST UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $5. THE PARTIES ACKNOWLEDGE AND AGREE THAT BEMOTE™ HAS ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS AGREEMENT, WHICH ALLOCATE THE RISK BETWEEN ARTIST AND BEMOTE™, AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

14.  Copyright and Trademark Notices
Bemote™, the Bemote™ logos and mascots, and the layout and design of the Bemote™ Site(s), among other marks that may appear on the Bemote™ Site(s) are trademarks of Bemote™ LLC, (the "Bemote™ Marks"). Other trademarks and service marks on the Bemote™ Site(s) may be the property of the advertisers, content partners and/or providers, or other third parties. Artist may not use any of the Bemote™ Marks without Bemote’s™ prior written permission and Artist may not use any third-party marks without the third party's prior written permission.

15.  Miscellaneous.
a)      Governing Law; Jurisdiction
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF TENNESSEE WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION'S CONFLICT OF LAWS PRINCIPLES. THE SOLE VENUE AND JURISDICTION FOR DISPUTES ARISING FROM THIS AGREEMENT SHALL BE THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN KNOXVILLE, TENNESSEE, AND ARTIST AND BEMOTE™ BOTH IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.
b)     Assignment. Bemote™ shall have the right to assign this Agreement in whole or in part to any person or business entity. Artist may not assign Artist's rights or delegate Artist's obligations under this Agreement without the prior written consent of Bemote™.
c)      Notice. All notices, requests and other communications ("Communications") under this Agreement must be in writing and sent to Bemote™ LLC, 212 North Peters Road, Suite 101, Knoxville, TN 37923, ATTN: Legal Department (fax 865.381.1771).  Communications shall be deemed received:
1.      for Communications sent by registered or certified mail, postage prepaid, return receipt requested or by Federal Express or other reputable overnight courier service, on the date of receipt or refusal as indicated on the return receipt;
2.      for Communications sent by personal delivery, on the date of personal delivery; and
3.      for Communications sent by facsimile, upon transmission subject to telephone confirmation of receipt.
4.      No other form of notice shall be accepted under this Agreement, other than the electronic notification for individual works under the circumstances specifically described in 1(b).
d)     Entire Agreement. This Agreement sets forth the entire understanding and agreement of Artist and Bemote™ as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter.
e)      Modification. Bemote™ reserves the right to amend the terms of this Agreement from time to time in its sole discretion. Bemote™ will notify Artist of any material changes to this Agreement by sending an email to the address listed in Artist's Bemote email account. If Artist continues to utilize or upload Artist Materials after being notified of the changes to the Agreement, Artist will be deemed to have accepted those changes and the new terms of the Agreement will govern all prior and future submissions of Artist Materials. If Artist does not accept the new terms of the Agreement, Artist's only and exclusive remedy will be to terminate this Agreement. Otherwise, this Agreement may be changed without a signed notice by both parties that specifically refers to the parties' intent to amend this Agreement.
f)       Survival. The provisions of Sections 1, 3(e), 4(b) 5, 6, 7, 8, 10, 11, 12, 13, 14 and 15 shall survive any termination of this Agreement. In addition, any sublicenses granted to third parties for the display of Artist Materials on electronic or other devices pursuant to Section 3 shall survive any termination of this Agreement for such reasonable time as may be necessary to withdraw Artist Materials from the particular license; any use of Artist Materials pursuant to Section 3 with respect to the making of so-called backup copies or caching of Bemote™ Sites or any equivalent activity or function for general site maintenance and protection shall survive any termination of this Agreement; and, Artist Materials consisting of comments posted to Bemote™ will remain as part of the Bemote™ database and available to all users of Bemote™ Sites following termination of this Agreement.

BEMOTE™ ETIQUETTE AGREEMENT
Bemote™ is an expansive, worldwide community of members of every age, and every nationality who create works spanning every medium, every subject and every level of talent and skill. As the guiding force of this large and vibrant community we have two primary and often conflicting goals in the service we provide for you, the members of the community; the first being to ensure that members are free to express themselves within reason with as few restrictions as possible while nurturing an environment of creativity, learning, and talent and the second is to protect the members of the community, to the best of our abilities, from infringement of copyright, discrimination, harassment, and prejudice.

All members of the Bemote™ community are expected to be familiar with these rules of etiquette and they will be enforced evenly and without bias in every situation which is brought to the attention of the administration regardless of the membership status of the user in question.

Quality and Placement
It is our policy is to welcome artists of all levels from amateur to professional and to that end we do not attach any minimum standards of quality submitted by our membership; all manner of content are welcome providing they meet with our etiquette and copyright policies. While we do not impose quality standards we do ask that you practice self-moderation in what you choose to submit and that you submit your content into the most appropriate Channel..

Our gallery directors, during the course of their routine duties, may elect to move one or more of your content from the Channel categories into a different, more appropriate, section or in to the holding tank area; we ask that you accept this decision gracefully and with a mature attitude. If you desire a full explanation for this action, or if you feel the administrative action was performed in error, you should submit an inquiry to Bemote™ Helpdesk at sos@bemote.com and include a link to the relevant page. Please do not bring these issues into the Forums, user pages, or other areas of Bemote™.

Prohibited Commentary               
Prohibited commentary is typically considered to be inherently disrespectful, aggressive, or otherwise abusive.

We must insist that you refrain from comments which are racist, bigoted, or which otherwise offensively target a philosophy or religion. In addition we ask that our members avoid making offensive remarks based on gender or sexual preference and that you do not make any remark, comment or critique which is intended to be a direct insult to an individual, group, or genre of artwork. Hate propaganda is met with zero tolerance. Comments which are overly aggressive, personally insulting or needlessly abusive are also prohibited.
If you feel that you have been the target of harassment, personal insults or other severe behavior please notify the staff by using the Bemote™ helpdesk at sos@bemote.com . Please be aware that the staff will only directly intervene in cases which are considered severe; minor situations may be dealt with using tools made available to all registered members.

Discouraged Commentary
Discouraged commentary is typically considered to have the potential to escalate into an aggressive or abusive situation.

While not strictly prohibited we must insist that all personal arguments, disagreements, and other volatile “personal” issues within be confined to private communications such as Notes, emails, or Instant Messaging programs. Likewise we discourage public accusations and other similar situations; please bring all issues of this nature to the attention of the staff by notifying the Bemote™ helpdesk at sos@bemote.com .

Exploitive Commentary
Exploitive commentary is typically considered to be disruptive due to unusual or unique factors.

Do not ‘spam’ (send large numbers of identical notes or comments). Spamming is obnoxious and is typically used for self-promotion, or other unwanted advertising.
Do not ‘flood’ (place large numbers of comments rapidly on a single page or craft a single comment which consumes a large amount of page space) the forums, notes system, user pages or other areas of the site. Flooding usually disrupts page loading times and serves no useful purpose.

Respect Your Fellow Artists
As a vibrant and growing community Bemote™ welcomes all kinds of original content; but we MUST insist that the content which you submit be your own original work.

Your Bemote Channels must be your own original creations and you may only use resources which are considered legitimate and legal. Submissions which make use of works without proper permission or licensing by the original author will be removed as they come to the attention of the staff. This policy applies to all Bemote submissions, Scrapbook entries, and the preview images used for written submissions.
If you have reason to believe that a Bemote™ submission violates this policy you should send us an email to sos@bemote.com .

Underage models
We can not allow any nude works, nor may the works depict these individuals in a ‘sexually driven’ manner such as posing in lingerie or displaying a sexually suggestive or provocative pose.

This prohibition is for legal reasons; the laws in the United States are the governing laws in regards to all submissions regardless of the Channels country of origin. Multimedia which are suspected of depicting a minor in this manner will be temporarily suspended from public view and proper legal documentation will be demanded while multimedia which clearly depict nudity in any manner will be removed without notice. Submissions of a non- photographic nature which clearly depict a minor, fictional character or otherwise, either nude or in a sexually driven manner will be removed and deleted without notice as they come to the attention of the staff.

Community Posting
In addition to the outlines in the above section entitled Prohibited Commentary and Exploitive Commentary we have a few additional policies regarding comments and posts within the Community areas of Bemote™;

It is important to remember to be as clear in your intent as possible while communicating on the internet. Text communications do not afford a clear representation of sarcasm. Please use common sense when posting to avoid confusion. Threads which are misplaced, which contain inappropriate subject matter (such as sexual discussions), or which contain an undesirable number of insults or other violations of this etiquette policy will be locked and closed to further commentary.

Avatars
This section applies only to avatars which you personally use for your account; avatars submitted into a Bemote™ Personal Channel or to your Bemote Remote must still conform to all official policies without exception but are not subjected to the restrictions below.

Avatars used to represent your account on site are granted more leniency than standard site submissions. You may freely use material and resources with only the restrictions outlined as follows;

Exploits, Vulnerabilities, and Site Abuse
The Bemote™ staff will not tolerate attempts to exploit or disrupt the layout, navigability, or general use of the site. Such actions disrupt the ability of the community to access and review content and are considered Site Abuse.

We will issue no warnings for violations of this nature. Violators will be banned immediately upon the discovery of the disruption or abuse.

Changes in Etiquette Policy
As new situations come to our attention we may find it necessary to alter or expand upon the policies stated here with little or no notification and any such changes may be enforced in full against previously existing submissions or behavior.

Alterations of policy may be announced via the Bemote™ eMail account or through other Announcements and Update Channels.

Appeals and Inquiries
Appeals, inquiries, or questions concerning content removals, violation notices, account suspensions, or other administrative actions should be addressed to the Bemote™ support at sos@bemote.com where they will be forwarded to the appropriate department for review.