CONTENTNEXT MEDIA, INC. TERMS OF USE - Updated: April 1, 2009

1. GENERAL
a. Please carefully read the following terms of use before using any of the ContentNext Media, Inc. (collectively with its affiliates and related entities, “ContentNext”) network of web sites, including http://www.contentnext.com, http://www.paidContent.org, http://www.mocoNews.net, http://www.contentSutra.com and http://www.paidContent.co.uk (our “Sites”). When you choose to use the web service offered through any one of our Sites (the “Service”), you are agreeing to all of the terms and conditions of this Agreement between you and ContentNext.

b. ContentNext may change, add or remove portions of this Agreement at any time.  Each time you use the Service the current version of this Agreement will apply. Accordingly, each time you use the Service you should check the date of this Agreement (which appears at the top of the page) and review any changes that may have been made since your prior use of the Service.

c. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING ANY CHANGES IN THESE TERMS AND CONDITIONS, WILL INDICATE YOUR ACCEPTANCE OF SUCH RULES, CHANGES, OR MODIFICATIONS.

2. CONTENT
a. The contents of the Service are intended for your private, noncommercial, educational or domestic use. All materials published by ContentNext on the Service (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips, also known as the “Content”) are protected by copyright, and owned or controlled by ContentNext or the party credited as the provider of the Content. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service.

b. The Service and its Contents are protected by copyright pursuant to U.S. and international copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this Section 2), create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Service in whole or in part.

c. Copying or storing of any Content for other than private, noncommercial, educational or domestic use is expressly prohibited without prior written permission from ContentNext.

d. The Service may contain content (“Third Party Content”) created by third-parties, including wire services (“Third Parties”). Third Party Content including any text, photo, graphic, audio and/or video material shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium. Third Party Content or any portion thereof may not be stored in a computer or otherwise except for private, noncommercial, educational or domestic use. ContentNext and Third Parties will not be held liable in any way to you or to any other person or entity including those who may receive information from the Service, for any delays, inaccuracies, errors or omissions there from or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing or occasioned thereby.

3. SUBMISSIONS
a. The Site permits the submission of postings on message boards and blogs as well as other communications (“User Submissions”).  You are solely responsible for the content of any User Submission you submit to the Service. You shall not post any material that is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy, or otherwise in violation of any law. ContentNext reserves the right to delete, move, or edit any User Submission that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable.  You acknowledge that ContentNext is not responsible for, does not control, does not endorse and does not verify User Submissions posted to the Service or available through the Service, and that it makes no guaranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any User Submissions.  You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of User Submissions.  You further understand and agree that you may be exposed to User Submissions that are inaccurate, offensive, indecent or objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against ContentNext with respect thereto. 

b. You acknowledge that any User Submissions you submit to the Service may be edited, removed, modified, published, transmitted, and displayed by ContentNext at any time in its sole discretion and you waive any moral rights you may have in having the material altered or changed in a manner not agreeable to you. 

c. By submitting information to the Service, you hereby grant to ContentNext the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, distribute and reproduce all such materials in any form, media, software or technology of any kind now existing or developed in the future. You shall also indemnify, defend and hold ContentNext harmless for any liability, damage, claim and loss arising due to the use or distribution of those materials. You further grant ContentNext the right to use your name or user name in connection with the reproduction or distribution of such material. ContentNext does not accept unsolicited materials or ideas for use or publication in its publications, broadcast programming, books or its digital and electronic media except in connection with user-generated content submitted through commenting, rating, social networks, message board forums, chat rooms, and bulletin boards on the Service. ContentNext shall not be responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to the Service. User generated content submitted to the Service does not represent the views of any Site, its affiliates or any individual associated with the Service or ContentNext. The user content expresses the views of the author and not the views of any other users, the Service or ContentNext.                                                   

4. COPYRIGHT
a. If you are a copyright owner or an agent thereof and believe that any User Submission infringes upon your copyrights, you may submit a notification pursuant to Title 17, United States Code, Section 512(c)(3), the Digital Millennium Copyright Act (“DMCA”) by providing our designated copyright agent with the following information in writing: 
i.  A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii.  Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
iii.  Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
iv.  Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
v.  A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi.  A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

b.  ContentNext’s designated copyright agent to receive notifications of claimed infringement is Sophie Wright, ContentNext Media, Inc. CFO (.(JavaScript must be enabled to view this email address)), DMCA notices should go to the designated copyright agent; any other comments, requests, or other communications should be directed to: 49 West 27th Street, 10th Fl. West, New York City, NY 10001. You acknowledge that if you fail to comply with all of the requirements of this Section 4, your DMCA notice may not be valid.

5. PROTECTION OF MINORS; REGISTRATION
a. You must be at least eighteen (18) years old to register for the Service.  The Site and the Service are not targeted towards or intended for use by persons under the age of eighteen (18). By using the Service, you represent and warrant that you are eighteen (18) years of age or older.  If you are not at least eighteen (18) years of age, do not use the Service or become a registered member of the Service.  We reserve the right to terminate your membership in the event that ContentNext becomes aware that you are under eighteen (18) years of age.  In addition, you are prohibited from posting any User Submissions about anyone who is not at least eighteen (18) years of age or older.

b. In consideration of use of the Service, you agree to: (i) provide true, accurate, current and complete information about yourself if prompted by the registration form; and (ii) to maintain and update this information to keep it true, accurate, current, and complete. If any information provided by you (“Registration Data”) is untrue, inaccurate, not current, or incomplete, ContentNext has the right to terminate your account and refuse any and all current or future use of the Service.

6. USE OF REGISTRATION DATA
This Agreement includes the terms and conditions of the ContentNext Privacy Policy, a copy of which is located at http://www.paidContent.org/privacy.html, and which is hereby incorporated by reference. In the event that there exists any inconsistency between this Agreement and the Privacy Policy, the terms and conditions of the Privacy Policy shall take precedence.

7. LINKS
ContentNext contains links to other third party Web sites, resources, and sponsors of ContentNext. Since ContentNext is not responsible for these third party resources, or their contents and we provide the links solely for your convenience. You should direct any concerns regarding any external link to a third party Web site to the site administrator or Webmaster of such site. 

8. REPRESENTATIONS AND WARRANTIES
a. You represent, warrant and covenant (i) that no materials of any kind submitted through your account will (1) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; (2) contain libelous or otherwise unlawful material; (3) include private information about another individual without their permission, such as email addresses, postal addresses, phone numbers, social security numbers or credit card numbers, or any other information that you do not have a right to post or that you have agreed not to post; (4) interfere with or disrupt the Services; (5) disseminate off-topic messages, including but not limited to messages promoting any product, service, Web site, board or venture; (6)  include any information that contains any computer viruses, worms or other potentially damaging computer programs or files; or (7)  forge headers or otherwise manipulate identifiers in order to falsify the origin of any information transmitted through or to the Services; and (ii) that you are at least eighteen (18) years old. You hereby agree to indemnify, defend and hold harmless ContentNext, and all its officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you, or any user of your account, of this Agreement or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. ContentNext reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

9. NO WARRANTY
a. ContentNext does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Service by any user, information provider or any other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. THE SERVICE IS DISTRIBUTED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (I) WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE SERVICE; AND (IV) WARRANTIES RELATING TO THE ACCURACY, CORRECTNESS OR TRUTHFULNESS OF DATA PROVIDED THROUGH THE SERVICE. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK.

b.  FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.  THE SERVICE MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

c.  THIS SITE IS BASED IN CALIFORNIA.  CONTENTNEXT MAKES NO CLAIM THAT THE SERVICE OR CONTENT APPEARING HEREON IS APPROPRIATE OR MAY LEGALLY BE ACCESSED FROM OUTSIDE OF THE UNITED STATES.  ACCESS TO THE SERVICE MAY NOT BE LEGAL BY CERTAIN PERSONS OR IN CERTAIN COUNTRIES.  IF YOU ACCESS THE SERVICE FROM OUTSIDE OF THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION.

d.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

10. LIMITATION OF LIABILITY
a.  CONTENTNEXT, ITS AFFILIATES, EMPLOYEES, AGENTS, CONTENT PROVIDERS AND LICENSORS SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM OR CAUSED BY THE SERVICE OR ITS CONTENT, INCLUDING, WITHOUT LIMITATION, LOSSES RELATED TO: YOUR USE OR INABILITY TO USE THE SERVICE; ANY ERRORS, OMISSIONS OR DEFECTS IN THE CONTENT; ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL IDENTIFIABLE INFORMATION STORED THEREIN, OR ANY INTERRUPTIONS, DELAYS IN TRANSMISSION OR COMPUTER VIRUSES. IN ANY EVENT, ANY LIABILITY OF THE CONTENTNEXT, ITS AFFILIATES, EMPLOYEES, AGENTS, CONTENT PROVIDERS AND LICENSORS SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE.

b.  YOU SPECIFICALLY ACKNOWLEDGE THAT CONTENTNEXT SHALL NOT BE LIABLE FOR ANY CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

c.  THE LIMITATIONS OF LIABILITY SET FORTH ABOVE APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF CONTENTNEXT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY OTHER PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

d.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, CONTENTNEXT’S, ITS OFFICERS’, DIRECTORS’, EMPLOYEES’, AFFILIATES’, AGENTS’, LICENSORS’ AND SUPPLIERS’  LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. 

11. TERMINATION OR SUSPENSION OF SERVICE
CONTENTNEXT RESERVES THE RIGHT TO ALTER, REMOVE OR DISCONTINUE ANY PORTION OF THE SERVICE OR THE CONTENT ON THE SERVICE OR TO SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES. 

12. USERNAME AND PASSWORD
You may receive a password and account designation upon completing the registration process for the Service. 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 ContentNext 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. ContentNext cannot and will not be liable for any loss or damage arising from unauthorized use of your username and/or password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at ContentNext’s sole discretion, and ContentNext may refer you to appropriate law enforcement agencies.

13. FEES AND PAYMENTS
ContentNext reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. However, in no event will you be charged for access to the Service unless we obtain your prior agreement to pay such charges. Thus, if at any time ContentNext requires a fee for portions of the Service that are now free, ContentNext will give you advance notice of such fees and the opportunity to cancel the account before such charges are imposed. All new fees, if any, will be posted in the Help Center and in other appropriate locations on the Service. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale through the Service by ContentNext or by any other vendor or service provider. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Service through your account.

14. SOFTWARE LICENSES
You shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access the Service (“Access Software”). You may not sublicense, assign or transfer any licenses granted by ContentNext, and any attempt at such sublicense, assignment or transfer shall be null and void. You may make one (1) copy of such software for archival purposes only. You may not otherwise copy, distribute, modify, reverse engineer, or create derivative works from Access Software.

15. TERMINATION
ContentNext may, in its sole discretion, terminate or suspend your access to all or part of the Service for any reason, including, without limitation, breach or assignment of this Agreement.

16. MISCELLANEOUS
a. This Agreement has been made in and shall be construed and enforced in accordance with New York law excluding its conflicts of law rules. Any action to enforce this agreement shall only be brought in the federal or state courts located in the County of New York in the State of New York.

b. Notwithstanding any of the foregoing, nothing in this Subscriber Agreement will serve to preempt the ContentNext Privacy Policy.

c. Official correspondence must be sent via postal mail to:

ContentNext Media, Inc.
Attn: [Sophie Wright, CFO, ContentNext Media, Inc.]
49 West 27th Street, 10th Fl. West
New York, NY 10001