Contributor Agreement

TESTAgreements and Policies
Last Updated: July 17, 2007

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CONTRIBUTOR AGREEMENT

This Contributor Agreement ("Agreement") governs the terms by which filmmakers, photographers and other content providers license their video, photographic and other digital media content to Mezzato and its Users via the online marketplace provided by Mezzato Inc. located at www.cutcaster.com (the "Site").

This Agreement is a lengthy document-please read it carefully and be sure you understand it fully. It is a binding legal agreement between any registered User of the Site who desires to upload, distribute, and offer licenses for their digital media (referred to as "you" or "Contributor") and Mezzato Inc., a company incorporated in the State of Delaware, with offices located at 8 Rivington Street, Suite 16, New York, New York, 10002 ("Mezzato" or "Cutcaster"). For purposes of this Agreement, "Users" will include those who agree to the terms of the Cutcaster User Agreement and any third party individual, partnership, corporation or other entity (whether end users or intermediaries) to whom a sublicense is granted by Cutcaster. In addition to describing submission requirements and compensation details, this Agreement contains the following important provisions regarding your rights and obligations:

1. Representations and Warranties
2. Indemnification Obligations
3. Release and Disclaimer of Warranties
4. Limitation of Liability
   By checking the box "I agree to Cutcaster's user agreement" during the registration process, uploading content or allowing others to upload content to the Site on your behalf, you represent and warrant that you are 18 years of age or older, are lawfully able to enter into and perform a legally binding contract, and agree to be bound by the terms and conditions in this Agreement. Please print a copy of this Agreement and retain it for your records.
   This Agreement also incorporates by reference the Cutcaster User Agreement, the Cutcaster Content License Agreement and information provided during registration. In the event of a conflict between this Contributor Agreement, the Cutcaster User Agreement and the Content License Agreement, the order of preference will be
   1. the Customer Content License Agreement
   2. the Contributor Agreement, and
   3. the Cutcaster User Agreement.
      I. Submission of Content
      
      A. Cutcaster sublicenses content via the Site operated by Mezzato Inc. In uploading Content (as defined below) to the Site, you authorize Cutcaster to grant licenses to use your Content to Users, in accordance with the terms and conditions of the Content License Agreement.
      Cutcaster is the online service provider that provides a platform for Contributors to upload to the Site, the Contributor's photographs, illustrations, video, audio and video files, animations, flash files, data files, and other digital media content ("Content") and for Users to view, interact with, sublicense and download such Content. As a Contributor, you may submit any Content to the Site except as prohibited under the Cutcaster User Agreement or this Agreement, or otherwise prohibited by law. You use the Site at your own risk. You understand that Cutcaster is acting only as a Service Provider. Cutcaster operates the site from which Cutcaster may offer and sell your Content and which Users may sublicense Content posted to the site and Cutcaster also processes payments on behalf of Contributors and Users. Cutcaster does not guarantee the quality, title, or legality of the Content, or the truth or accuracy of listings associated with the Content. Accordingly, you hereby irrevocably and unconditionally relea