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Site Usage Agreement

Prior to using the youZingit website, the User must accept the Site Usage Agreement when opening an account and when uploading each Idea. youZingit is a Limited Liability Corporation of the State of New Jersey, having its principle place of business at 95 Watchung Avenue, North Plainfield, New Jersey. Agreeing to the terms and conditions set forth in the within Site Usage Agreement is a condition precedent and mandatory for participating in any enterprise hosted by youZingit.

Once the User has accepted the terms and conditions serf forth in the Site Usage Agreement, the obligation to abide by the stated terms and conditions is continuing, through termination of the agreement. Failure to abide by the terms and conditions of the Site Usage Agreement shall permit youZingit to restrict your access to the website, now and in the future.

The User represents that he has the legal capacity to understand the terms and conditions of this Site Usage Agreement and abide by the terms hereof. If the User is below the age of 18, he must be authorized and/or permitted to use the youZingit Website by his parents or legal guardian. All individuals and legal entities, acting alone or representing third parties, may use the youZingit Website, regardless of whether they perform a personal, professional, commercial or other activity. If the User is acting in the name and on behalf of his employer, he must have been granted the relevant authority to do so.

youZingit reserves the right to make changes and/or amendments to the Site Usage Agreement from time to time. youZingit will notify Users of the changes made to the Site Usage Agreement by on line notification after the change or amendment is posted. Thereafter, the User will have to acknowledge their continued understanding of the terms and conditions of the Site Usage Agreement. . If The User does not accept the terms and conditions set forth in the amended Site Usage Agreement, then the User will not be permitted to continue to participate in any enterprise hosted by youZingit.

Definitions

Within the scope of this Site Usage Agreement, including in the forewords, the following terms as set forth in quotation marks, be they used in the singular or plural, shall have the meaning ascribed herein below:

"Agreement" means the legal agreement between the User and youZingit, more commonly referred to as the Site Usage Agreement;

"Brand Verified" means a Company or Brand that has been approved by youZingit to purchase ideas and advertise a Request for Ideas.

"Creative Consumer" means an idea seller;

"Companies or Brands" means an idea buyer or purchaser.

"General Idea Posts" means posting and idea in the absence of a Request for Ideas from a Company or Brand.

"Platform" means the online platform that can be reached on the Internet and through the youZingit Website.

"Partners" means the combination of "youZingit" and any "User".

"Service" means the services provided by youZingit to the Users on the youZingit Platform.

"Premium Membership" means the agreed upon fee paid to youZingit by Creative Consumers in exchange for certain benefits.

"Website" means the Internet web site that can be reached at www.youZingit.com as well as geographical domain names.

"License" means the agreed upon fee paid by the Company or Brand to the Creative Consumer for use of an Idea.

"User(s)" means the individual (or individuals) who accesses the youZingit Platform, and creates an account on the youZingit Website after agreeing to the terms and conditions set forth in the Site Usage Agreement. User applies equally to Creative Consumers as well as Companies or Brands.

"Site Usage Agreement" means the terms and conditions of this agreement that set forth the use of the youZingit Platform.

"Works" means the Photographic Works, Audiovisual Works, Multimedia Works uploaded onto the youZingit Platform under the conditions provided for herein.

"Audiovisual Work" means a work consisting of animated sequences of images, with or without sound.

"Multimedia Work" means a work consisting of a combination of different types of works of the mind (such as texts, photographs, animated sequences and music), including photomontages, montages of various types of fixed images and animated sequences of images (i.e., video montages).

"Photographic Work" means a work consisting of a fixed image captured using an optical device equipped with an analogue or digital recording system.

"Request for Ideas" means competitions organized by Companies or Brands with a view to select one or more Ideas provided in response thereto by Creative Consumers and naming one or more winners from among participating Creative Consumers.

"PayPal" means the method by which Creative Consumers will be paid their winnings by the Companies or Brands.

"View Fee" means the fee paid by the Company or Brand to view the complete Idea posted by the Creative Consumer, be it by way of General Idea Post or in response to a Request for Ideas.

1. Scope of the Site Usage Agreement

The Site Usage Agreement governs the manner by which youZingit will host and provide Service to the Users. The Site Usage Agreement sets forth the obligations of the Users of the youZingit website. It is designed in all respects to limit the liability of youZingit, L.L.C. The Site Usage Agreement is designed and intended to be a legally binding document. Therefore, the User should read the Site Usage Agreement carefully before accepting the terms and conditions set forth herein.

2. Description of the Service available to Users

The Services described herein are available to all Users of the youZingit website, following their acceptance of the terms and conditions of the Site Usage Agreement. The full Scope of Services is contained in the youZingit Terms and Conditions Summary, which is incorporated herein by reference.

3. Description of the youZingit Premium Membership

Creative Consumers may become Premium Membership Users by paying an agreed upon fee to youZingit. The Premium membership benefits are detailed on the Website and in this document.

4. Registration

The User may only use the youZingit platform after he has agreed to the terms and conditions set forth in the Site Usage Agreement and after he has registered with the youZingit website.

When the User registers on the youZingit Website, he must choose a username and password in order to access his personal account. The User undertakes to keep his username and password confidential. The User will be responsible for all use of the web site made using his username, including but not limited to the transfer and uploading of Ideas.

The username must respect the rules stated in Article 8 of the Site Usage Agreement on restricted uses. The username must not be erotic, pornographic, violent, related to a brand, a commercial name, a trademark or a registered mark. youZingit may suspend the personal account and/or require the User to change the user name. When registering on the youZingit Website, the User must provide clear and accurate personal details so that he can be accurately identified in the event of a dispute. The Users personal account may be closed should the User provides any inaccurate or libelous information. The User is responsible for the use of his account accessed using his username and password. All use of the web site through his account will be deemed to have been made by The User.

Registering on the youZingit Website and accessing the youZingit service is presently free of charge, except for Premium Memberships. youZingit retains the right to impose a charge for access should it so desire. Thereafter, youZingit will require the User to execute a new Site Usage Agreement.

5. Procedures for submitting Ideas

Creative Consumers submit their Ideas to the youZingit Website by uploading them to the youZingit servers using the youZingit Platform. Files containing the Ideas uploaded by the Creative Consumer must conform to the technical specifications posted on the youZingit Website. The Creative Consumer warrants that the files and data he provides to youZingit shall not under any circumstances be originals, but shall be a copy of the originals which shall be retained by the Creative Consumer. The Creative Consumer acknowledges and agrees that youZingit shall not incur any liability for the loss of the files or data submitted to it by the Creative Consumer.

The Creative Consumer shall undertake to provide all the information required in order to index each Idea. This indexation process consists of providing a description of the Idea, and providing a title and caption for each Idea.

6. Purchasing and downloading Ideas

The Company or Brand who wishes to utilize an Idea posted by a Creative Consumer must pay for the use of said Idea through a PayPal Account.

General Idea Posts by Creative Consumers will require a view fee to be paid by the Company or Brand prior to gaining access to the full idea. The Creative Consumer will thereafter be able to negotiate with the Company or Brand for a licensing agreement and associated fee for the use of the Idea.

Companies or Brands may post a Request for Ideas. When doing so, said Company or Brand will set the parameters of the competition, the nature of the license and the fee to be paid to the winner(s). In addition, Companies or Brands posting a Request for Ideas will be responsible for payment to youZingit of an agreed upon percentage above and beyond the prize to be paid to the winner(s).

A Creative Consumer may pay an agreed upon annual fee to youZingit and therefore become a Premium Member. Companies or Brands shall pay view fees to Creative Consumers if said Creative Consumer owns a Premium Membership. In all other instances, all obligations of the Users hereunder are theirs and theirs alone. All Users covenant to release and hold harmless youZingit for any breach of the terms and conditions of this Site User Agreement by each other as well as for any breach of license agreement or for failure of a User to enter into a licensing agreement or for the failure of a Company or Brand to make required payments pursuant to the terms and conditions of a contest or licensing agreement.

7. Pricing Conditions

The financial terms of fees payable to youZingit as a result of Premium Memberships for Creative Consumers, along with fees associated with Request for Ideas, are set out in this section and/or on the Website.

All Users upon acceptance of the terms and conditions of the Site Usage Agreement are required to activate a PayPal Account.

Premium Membership

YouZingit offers you the option of upgrading your account for a fee. By doing so, your account will be converted to a Premium Membership and will not be subject to some of the restrictions placed on Free Accounts as described below.

youZingit accepts payments through your PayPal account and will automatically charge your PayPal account yearly. If any fee is not paid in a timely manner, or youZingit is unable to process your transaction using the credit card information provided, youZingit reserves the right to revoke access to your youZingit account and Files. If you do not bring your youZingit balance current within thirty (30) days after youZingit provides you with notification that your account is in arrears, youZingit reserves the right to use our discretion to delete some or all of your data so as to reduce your storage space to below the maximum limit for Free Accounts, and to convert your youZingit Premium Membership to a Free Account (which is subject to the restrictions described below).

Billing

The fees for your Premium Membership will be billed from the date you elect and on each yearly renewal thereafter unless and until you cancel your account. Click on the “Go Premium” link on your profile pull down menu to see the expiration date for your membership, which is also the commencement date for your next renewal period. youZingit will automatically bill your credit card each year on the calendar day corresponding to the commencement of your Premium Membership. In the event your Premium Account began on a day not contained in a given month or year, your PayPal account will be billed according to PayPal billing policies. You acknowledge that the amount billed each year may vary for reasons that include, differing amounts due to promotional offers, differing amounts due to changes in your account, or changes in the amount of applicable sales tax, and you authorize us to charge your PayPal account for such varying amounts. youZingit may also periodically authorize your PayPal account in anticipation of account or related charges. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

youZingit may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email. If your PayPal account has insufficient funding, continued use of the youZingit Website constitutes your authorization for us to continue billing PayPal account and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and payment information current and updated.

Cancelling Your Account

Your youZingit Premium Membership will continue in effect unless and until you cancel your Premium Membership or it is terminated by youZingit. You must cancel your Premium Membership before it renews each year in order to avoid billing of the next annual fees to your PayPal account. youZingit will bill the yearly fees associated with your Premium Membership plus any applicable tax to the PayPal account you provide to us during registration.

youZingit Premium Memberships are prepaid and are non-refundable. YOUZINGIT DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OR YEARS. You may cancel your youZingit Premium Membership at anytime, and cancellation will be effective immediately. If you wish to cancel your Premium Membership you may do so by contacting youZingit at ideas@youZingit.com. Should you elect to cancel your Premium Membership, please note that you will not be issued a refund for the most recently (or any previously) charged annual fee.

By signing up for a youZingit Premium Membership and providing youZingit with your payment account information, you hereby agree to these payment terms and conditions.

Free Accounts

youZingit allows you to store up to 10 MB of data on a Free Account, as well as a maximum time limit for General Idea Posts of 180 days. youZingit reserves the right to terminate Free Accounts at any time, with or without notice. Without limiting the generality of the foregoing, if a Free Account is inactive for ninety (90) days, then YouZingit may delete any or all of Your Files without providing additional notice.

8. Restrictions on use

The youZingit Platform and Website may not be used by anyone without the express approval of youZingit and without acknowledging, accepting and complying with the terms and conditions set forth in this Site Usage Agreement. No User shall intentionally, maliciously or negligently use the Platform of youZingit in a manner which will bring the reputation and/or goodwill of the youZingit name into ill repute or disrepair. Any User so engaging in such activity will be liable for damages to youZingit, including all costs attendant to any litigation arising from same, including the payment of all reasonable attorneys’ fees.

The Users shall in all instances undertake to act correctly and courteously towards each other and with representatives of youZingit. Any User not complying with same undertaking may have their rights to Use and/or membership terminated at the sole and unfettered discretion of youZingit.

9. Warranties

The Creative Consumer is responsible for all Ideas posted on the youZingit website and warrants that it is original and his own.

The Creative Consumer warrants that he shall post no Idea which may be construed as injurious, racist, pornographic, libelous or damaging to any person, or entity, be they a User or not.

The Company or Brand Warrants that it will post no Request for Ideas which is designed or intended to elicit a response from a Creative Consumer which may be construed as injurious, racist, pornographic, libelous or damaging to any person or entity, be they a User or not.

youZingit Warrants that upon being informed of same, it shall expeditiously remove from its Platform and Website any material posted by either a Creative Consumer or a Company or Brand which may be construed to be injurious, racist, pornographic, libelous or damaging to any person or entity, be they a User or not.

10. Intellectual property

The following defines the terms and conditions under which the Creative Consumer grants a non exclusive License to the Companies or Brands upon the Ideas generated by way of General Idea Post or response to an Request for Ideas:

The Creative Consumer shall retain any and all rights to his Ideas, unless and until his idea is purchased by a Company or Brand or the Company or Brand issues a cash prize for the Idea submitted in response to a Request for Ideas.

The Creative Consumer shall be the exclusive proprietor of all Ideas generated. youZingit takes no part and will have no liability either to a Creative Consumer or a Company or Brand as a result of license negotiations or license agreements reached between a Creative Consumer and a Company or Brand. The youZingit Website and Platform acts merely as a host to bring Creative Consumers and Companies and Brands together so that they may conduct their prospective business enterprise. Creative Consumers and Companies and Brands at all times subsequent to the generation of an Idea or a response to a Request for Ideas, act independently of youZingit to bring their prospective business enterprise to fruition.

A more complete description of the Intellectual Property and Ownership Rights of the Users is set forth in the youZingit Terms and Conditions, which is set forth herein and made a part hereof.

The Creative Consumer grants to youZingit the non-exclusive right to use his Idea on the youZingit website for the promotion of the youZingit Service.

11. Term and Termination of Agreement

The term of this Site Usage Agreement shall be for a period of one year. However, should any of the terms and conditions contained in the Site Usage Agreement materially change, youZingit shall post and the User shall be required to execute a revised Site Usage Agreement, which shall act as a new one year Site Usage Agreement.

youZingit, in its sole and unfettered discretion, for any reason or no reason at all, may withdraw an Idea of a Creative Consumer from the website, prior to any licensing agreement being reached with a Company or Brand. In no aspect shall youZingit be liable to a Creative Consumer or a Company or Brand for withdrawal of any such Idea.

A Creative Consumer, in its sole and unfettered discretion, for any reason or no reason at all, may withdraw an Idea from the youZingit website, prior to the entry into a licensing agreement with a Company or Brand. In no event, however, shall a Creative Consumer attempt to withdraw an Idea for the purpose of excluding youZingit from any fee it may be owed as a result of a Contest or General Idea Post.

A company or Brand may not terminate a Request for Ideas Contest once it has been announced and the terms and conditions have been posted on the youZingit Website.

The User may terminate the Site Usage Agreement at any time after it has come into effect by giving notice of termination to youZingit in accordance with the online termination procedure. The Agreement will be terminated forthwith, and the User will be permitted to withdraw from the platform and Ideas posted, unless a Company or Brand has paid a view fee for same.

12. Privacy Policy and Personal Details

The personal details required on the youZingit Website (such as name, first name, mail address, country, date of birth, telephone number) are mandatory to create a personal account. Users may not access the youZingit platform if he does not give this information.

youZingit collects and uses personal details in order to (i) provide a service that is in keeping with the mutual expectations of the parties; (ii) contact the User in order to answer any questions the User may raise and (iii) retain a history of the exchanges and transactions carried out between youZingit and the Users. Further, youZingit may collect personal details in order to carry out market studies for its own internal usage. youZingit warrants and affirms that in no instance, shall it sell or otherwise provide said personal data and or information to a third or third parties. Said warranty does not extend to bona-fide law enforcement and/or regulatory based investigatory inquiries and the like.

13. Limitation of liability and Warranty

youZingit is not responsible for the authentication of Ideas posted on the website, either by way of General Post or in response to a Request for Ideas.

In no event shall youZingit, its officers, directors, agents and employs, be liable for any direct or indirect damages occasioned by or to any User for any damages whatsoever, including but not limited to revenue loss, data loss, customer loss, loss of reputation, financial or commercial damages, commercial troubles, loss of earnings, or consequential damages of any kind.

In no event shall youZingit, its officers, directors, agents and employs, be liable for any damages occasioned by any User for any damages whatsoever, including but not limited to revenue loss, customer loss, loss or reputation, financial or commercial damages, commercial troubles, loss of earning or consequential damages of any kind resulting from any act or omission to act, including the loss of data or material by a User.

In no event shall youZingit, its officers, director, agents and employs be liable to any User or third party for any unauthorized use of Ideas by a Creative Consumer or a Company or Brand, nor shall it be liable to any User or third party for the breach of any license granted as a result of utilizing the youZingit platform.

youZingit, its officers, directors, agents and employs shall not be held liable for any problems that arise in connection with the circulation of Ideas, or for any problem on the Internet which affects the use of the service, in particular, the viewing and uploading of video and photo content. youZingit makes no warranty , express or implied, regarding the terms and conditions of circulation, the quality of the Ideas generated, broadcast, transferred or accessibility thereto.

No advice or information provided by youZingit shall constitute a warranty, express or implied of any kind. youZingit makes no warranty regarding the provision of an uninterrupted service and cannot guarantee that Users will have access to all of the services offered at any place inasmuch as the minimum technical requirements enabling access to our applications are not our responsibility.

14. General Clauses

a) Sub-contracting

-The Users expressly authorizes youZingit to sub-contract some or all of its commitments arising hereunder.

b) Evidentiary value

-The Parties agree that they may exchange the information they require to perform the Agreement by e-mail. Any e-mails exchanged between the Parties shall be deemed to have the same evidentiary value as a written hard copy document.

c) Independent contractors

-The provisions of the Site Usage Agreement in no way constitute a partnership agreement, agency agreement, relationship of subordination or joint venture between the Parties.

d) Assignment of the Agreement

-youZingit may assign its rights and obligations arising hereunder, in whole or in part, to any legal entity of its choice without the prior consent of the User. However, youZingit shall undertake to notify the Users of any such assignment and to inform the latter of the type of legal entity that will be taking over its rights and obligations, the latter’s contact details and the nature and scope of the rights assigned thereto.

e) Severability

-If any substantive provision of the Site Usage Agreement shall be held to be invalid or non-existent, in whole or in part, by virtue of a statutory or regulatory provision or final court order, the other provisions hereof shall remain in force and shall remain fully binding on the Parties. In such event, the Parties shall endeavor to negotiate in good faith in order to agree on the terms of a new clause that is in keeping with the Parties’ original intention in order to replace the clause concerned. In the event either Party fails to rely on a breach by the other Party of any of its obligations hereunder, it shall not be deemed to have waived the obligation at issue.

f) Tolerance

-In the event either Party fails to notify the other Party of a breach of any of its obligations hereunder, it shall not be deemed to have waived its right of recourse against the breaching party.

g) Intellectual property owned by youZingit

-The use of youZingit’s applications, the uploading of Ideas onto such applications and the acquisition of Ideas via the youZingit web site by no means authorizes the User to use or acquire a right of title to youZingit’s intellectual property assets such as ideas, inventions, compilations, slogans, logos, software, drawings and designs, trademarks, domain names and circulation lists, if any so exists. youZingit shall retain all of its rights to its intellectual property.

15. Governing law

This Agreement shall be governed and interpreted pursuant to the laws of the State of New Jersey.

16. Voluntary settlement of disputes

In the event a problem arises in connection with the performance of the Agreement, before the Agreement is the subject of legal proceedings, the parties agree to attempt to settle the matter out of court.

In this respect, the parties agree to submit any issue to non- binding mediation. The parties shall mutually agree upon the mediator to be utilized.

Throughout the duration of the mediation process, the Parties agree that the provision of services set forth herein shall continue.

If the parties fail to reach an agreement as a result of the mediation process, they make seek redress to the Superior Court of New Jersey only.

17. Jurisdiction

IN THE EVENT THE PARTIES FAIL TO AMICABLY SETTLE ANY DISPUTE WHICH ARISES IN CONNECTION WITH THE PREPARATION, INTERPRETATION OR PERFORMANCE OF THE AGREEMENT, THE PARTIES AGREE THAT ALL ACTIONS SHALL BE DOCKETED AND VENUED IN THE SUPERIOR COURT OF NEW JERSEY, COUNTY OF SOMERSET.

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