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The following is a legally binding agreement (the "Agreement") between you, a submitter of instructional video tutorials ("Instructor") and Skillfeed, the owner and operator of www.skillfeed.com (hereinafter "Skillfeed"). Please read this agreement carefully and be sure you understand it fully. This agreement describes and controls your legal relationship with Skillfeed, the rights you are granting to Skillfeed in video design tutorials produced by you, together with any associated particulars, including but not limited to titles, descriptions, and keywords, submitted by you to Skillfeed ("Tutorial"), and the uses Skillfeed may make of the Tutorial. This electronic document also explains your obligations to Skillfeed and Skillfeed's obligations to you, including the obligation to pay you as hereinafter set forth. Skillfeed reserves the right to modify these terms at any time and to notify you of such modifications by an announcement on your login page or via email. If you do not agree with any of the changes, you must remove from Skillfeed all or that portion of your Tutorials to which you do not wish the changes to apply. Skillfeed is a Tutorial subscription service. Skillfeed's subscribers pay a flat fee to access Skillfeed's library of Tutorials. By submitting your Tutorials to Skillfeed, you hereby grant Skillfeed, a worldwide, perpetual, nonexclusive right and license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute any Tutorial, or any part thereof, uploaded by you and accepted by Skillfeed, including, without limitation, for Skillfeeds self-promotion, in any media formats and through any media channels throughout the world. Skillfeed shall have the right, but not the obligation, to make available all Tutorials to Skillfeed subscribers in accordance with the Skillfeed User Terms of Service). Said terms are deemed incorporated into and made a part of these Instructor Terms of Service by this reference. You expressly waive any artists' authorship rights or any droit moral that you might otherwise have under the laws of the State of New York, the United States Copyright Act or similar laws of any jurisdiction. 1. Ownership of Tutorials: the copyrights in and to all Tutorials remain with the owner of such copyrights. Nothing contained herein shall be construed to transfer any copyrights to Skillfeed. 2. You agree to obtain and maintain valid and accurate model releases and/or model agreements for all Tutorials you upload to Skillfeed that contain an identifiable face or identifiable human figure or other identifiable attribute (collectively, "Identifiable Model"). By uploading any tutorials that contain an Identifiable Model, you warrant and represent that you have acquired, in writing, the rights to use such Identifiable Models likeness, voice and other identifying features in such tutorials and that such tutorials may be distributed throughout the world in perpetuity. You agree that you are solely responsible for retaining all original model releases and/or model agreements and maintaining complete and accurate release records. You agree to make such releases and/or agreements electronically available to Skillfeed upon Skillfeeds reasonable request. The upload of Tutorials that contain an Identifiable Model for which you do not have a valid and accurate model release and/or agreement, including but not limited to a release and/or agreement that contains falsified, inaccurate or otherwise defective model information, is a material breach of this agreement and can result in the immediate termination of your account without prior notice. Model releases and/or agreements maintained by you shall not contain any terms inconsistent with these Terms of Service. 3. Accounts: Skillfeed has the right to refuse to establish an Instructor account or to close any existing Instructor account, for any reason it deems appropriate, including for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, artificially inflating Tutorial views on Skillfeed, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Skillfeed's criteria as may be amended from time to time, or for any breach of the terms of this or any other agreement that you have with Skillfeed. You and/or Skillfeed may terminate your account at any time for convenience. You may not have more than one active Instructor account at any time without the written consent of Skillfeed in each instance. 4. Tutorial: a. Skillfeed has the right to refuse to accept any Tutorial for any reason, including but not limited to your failure to abide by the Instructor criteria set forth herein. b. Skillfeed has the right to remove any Tutorial from Skillfeed for any reason, including but not limited to your failure to abide by the Instructor criteria set forth herein. Tutorials will be removed if Skillfeed believes that the Tutorial will subject Skillfeed or any of its officers, managers, directors or employees to legal action, or if the Tutorial violates the terms of this Agreement. c. Skillfeed has the right to publish, publicly display, broadcast, transmit and distribute any Tutorial, or any part thereof, uploaded by you and accepted by Skillfeed for Skillfeeds self-promotion, in any media formats throughout the world (e.g., on YouTube). d. You have the right to remove any of your Tutorials from Skillfeed at any time for any reason whatsoever. 5. Compensation: a. Skillfeed shall designate a certain percentage of each months net proceeds to be divided among Skillfeeds Instructors (the "Royalty Pool"). The percentage used to compute the Royalty Pool is subject to change in Skillfeeds sole discretion; please see the Earnings Table for further information. The royalty payable to you shall be determined according to the following equation:

If you have any questions, you can reach us at info@skillfeed.com.

Royalty Pool Referral Bonus

30% 10%

b. Royalty payments and accompanying statements will be issued monthly, on or about the 15th day of each month for the previous months earnings. Payments are automatic and do not need to be requested. c. There is a minimum payout rate of Seventy Five US Dollars (USD 75.00) per accounting period for electronic payments. If during an accounting period, you have not accumulated Seventy Five US Dollars (USD 75.00) in royalties, and/or other compensation, as applicable, your compensation will be brought forward into the next accounting period. If you cancel your account, prior to accrued earnings in your royalty account totaling Seventy Five US Dollars (USD 75.00) in royalties such royalties will be forfeited by you. d. If your Instructor account is cancelled for a breach of the material terms of this agreement, in addition to its other rights at law or in equity, Skillfeed shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages. e. If you are credited with royalties for customer activity for which Skillfeed thereafter issues a refund, Skillfeed shall have the right to deduct the royalty credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions. If Skillfeed makes an overpayment of royalties or other compensation to you for any reason, Skillfeed shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation. f. If you refer other video tutorial instructors to Skillfeed and the referred instructor identifies you as the referring party pursuant to Skillfeeds referral program (for instance, by using your unique referral link to sign up), Skillfeed will use commercially reasonable efforts to pay you a referral bonus which shall equal a percentage of the referred instructors earnings, during the 12 months immediately following the referred instructors registration. The percentage payable is shown on the Earnings Table. g. If you are a "US Person" as said term is defined by the IRS, a signed and completed IRS Form W-9 must be submitted for payments to be made to you. You will receive instructions via email or through registration on Skillfeed on how to access and submit this IRS form. A W-9 is used to certify under penalties of perjury that your social security number is correct and that you are not subject to backup withholding taxes. Foreign persons might be subject to U.S. income tax on income they receive from U.S. sources. If you are a "Foreign Person" as said term is defined by the IRS, a signed and completed IRS Form W-8 must be submitted in order for you to claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty. You will receive instructions via email or through registration on Skillfeed on how to access and submit this IRS form. h. Skillfeeds schedule of Instructor earnings ("Earnings Table") may be modified at any time. You will be notified of such changes by an announcement via email or on your login page. If the Earning Schedule is modified, royalties earned before the effective change in rates will be credited at the rate in effect at the time such royalties were earned. If you disagree with any changes in the Earnings Schedule, your sole remedy shall be to close your Instructor account. i. If you receive your payments through an online payment processing service (e.g., Paypal) you may not share your online payment processing service account with another Skillfeed Instructor. 6. Skillfeed Trademarks: a. For the purposes of these Instructor Terms of Service, the term, "Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by Skillfeed. b. Nothing contained herein grants or shall be construed to grant you any rights to use any Trademark. c. You agree that you will not use any Trademark in a manner that might tarnish, disparage, or reflect adversely on the Trademarks or Skillfeed. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of the Trademarks or rights related thereto claimed by Skillfeed. d. You agree that you will not use any Trademark (or any variant thereof, including misspellings) as all or part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data. e. You may not at any time, adopt or use any word or mark which is similar to or likely to be confused with any Trademark without Skillfeeds prior written consent. f. The look and feel of the Skillfeed website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or Trademark or service mark of Skillfeed and may not be copied, imitated or used, in whole or in part, without the prior written consent of Skillfeed. g. Except as expressly available on skillfeed.com and provided herein, you may not use a Trademark, logo, depiction, likeness, or other proprietary graphic representation of Skillfeed ("Skillfeed Property"), to link to Skillfeed without the prior consent of Skillfeed. h. You may use Skillfeed Property solely to promote your Tutorials and direct potential customers and/or instructors to Skillfeed. In connection with such promotion, you may use Skillfeed Property

only as designated by Skillfeed, including but not limited to through Skillfeeds referral program or any branding guidelines provided by Skillfeed. i. All uses of Skillfeed Property under this Agreement, including any goodwill generated thereby, shall inure solely to the benefit of Skillfeed, which shall own all the trademarks and trademark rights created by such use, and Instructor shall make no claim of ownership or interest in such rights, and hereby assigns and transfers to Skillfeed all such rights as may be generated by any use permitted under the Agreement. Skillfeed reserves all rights in its Trademark other than those explicitly granted in this Agreement. This nonexclusive trademark license shall automatically terminate upon the termination or expiration of this Agreement. j. All rights in and to the Trademarks not expressly granted to you hereunder are reserved by Skillfeed. k. You may not frame or hotlink to Skillfeed or any content therein without the prior written consent of Skillfeed, except as expressly provided herein. If an embed function is made available by Skillfeed, you may use Skillfeeds embed function to embed previews of Tutorials on another website owned or operated by you, or on a third party site. Such preview must be accompanied by a link back to the Tutorial on the Skillfeed site. l. You may not use manual or automated processes, software, devices, scripts, or robots to access, "scrape," "crawl" or "spider" any pages or services contained in the Skillfeed website. 7. Submission criteria: The submission of Tutorials not adhering to the following criteria may result in the termination of your Skillfeed account. a. Your Tutorial must be of high quality and serve an instructive and educational purpose; it should teach creative skills or help a viewer become better at his or her job. b. Your Tutorial must be correctly exposed and in focus. c. Your Tutorial must include high-quality audio. d. Your Tutorial must be of high quality video resolution and in digital format only. Skillfeed will try to accommodate any file type, including DV, Windows Media, and QuickTime. e. You will not interfere with or otherwise interrupt the ability of any other Instructor to provide Tutorials to Skillfeed. f. You will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your Tutorials, nor will you use Trademarks through the use of search engine advertising and/or marketing. You acknowledge that such advertising might infringe on the intellectual property rights of Skillfeed and/or third parties. You agree to immediately discontinue any activity publicizing or promoting your relationship with Skillfeed upon written demand of same. You acknowledge that any breach or threatened breach of this provision may cause Skillfeed irreparable injury and damage and, therefore, that any such breach or threatened breach may be enjoined through injunctive proceedings in addition to any other rights and remedies that may be available to Skillfeed at law or in equity. 8. Intellectual Property Infringement Claims: Skillfeed takes commercially reasonable steps to ensure that the rights of its Instructors are not violated by subscribers or other parties. However, Skillfeed has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Tutorial. You hereby grant Skillfeed the right and authority to take such steps as Skillfeed deems commercially reasonable to protect Skillfeeds rights in the Tutorial. Skillfeed recommends that you register all of your Tutorials for copyright protection, as such registration is generally a prerequisite to commencing an action for copyright infringement. More information on registering your work for copyright protection can be found at http://www.copyright.gov/. 9. Representations and Warranties: You represent and warrant that: a. you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder; b. if you are under the age of 18, but are qualified to be an Instructor, you have the permission and/or consent of your parent or legal guardian to submit Tutorials to Skillfeed; c. you are under no legal disability or contractual restriction that prevents you from entering into this agreement; d. your Tutorials and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available; e. if a Tutorial contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics; f. Your Tutorial does not include any content that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another's privacy or includes another's confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or in poor taste; (f) violates or infringes or promotes the violation or infringement of another's rights, including intellectual property rights; (g) you do not have the right and authority to use for commercial purposes and grant the necessary rights and licenses for; (h) violates or promotes the violation of any applicable laws or regulations; (i) contains a solicitation of funds, goods or services; or (j) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer; g. Your Tutorial does not consist of, post, link to or otherwise contain any distracting or unauthorized advertising, junk mail, spam, infomercials, bribes or solicitations.

h. Your Tutorial(s) and/or conduct on Skillfeed will not require Skillfeed to obtain any license, right or interest from or pay any royalty or fee to any third party, including but not limited to fees for the right to use any audio or visual recordings; i. You have the qualifications and/or expertise to present the information contained in your Tutorial, including but not limited to education, knowledge, training and skills sufficient to offer or teach the topics therein. You agree that the qualifications and/or expertise you claim in connection with any Tutorial, or which may be suggested by any Tutorial, are accurate, complete, truthful and not misleading; and j. there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Tutorial or which might in any way impair the rights granted by you hereunder. Skillfeed represents and warrants that: k. it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and l. upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Skillfeed shall send you written notice of such claim, using the email address provided by you to Skillfeed, specifying the details of the claim as then known to Skillfeed. Pending the determination of such claim, Skillfeed may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Skillfeed. You will cooperate fully with Skillfeed in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense. 10. Indemnification: You shall indemnify and hold Skillfeed harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations pursuant to these Terms of Service, provided that, except in the case of third party claims, you shall not be liable for any incidental, consequential, or special damages. Skillfeed shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys fees and disbursements) arising out of any breach or claimed breach of any of Skillfeeds representations or warranties or any of Skillfeeds obligations pursuant to these Terms of Service, provided that Skillfeed shall not be liable for any incidental, consequential, or special damages. In any case in which indemnification is sought as the result of a claim by a third party, the indemnified party shall: (i) promptly notify the indemnifying party of the claim (provided that the failure to do so shall not relieve the indemnifying party of its obligations hereunder except to the extent such failure to notify materially prejudices the indemnifying party); and (ii) afford the indemnifying party the opportunity of defending such claim and controlling the litigation, settlement or other disposition of such claim (provided that any settlement shall require the indemnified party's consent). If the indemnifying party does not elect to defend such claim, then the indemnified party may do so at the indemnifying partys sole expense. The indemnified party may participate in any such action with its own counsel at its expense. 11. Miscellaneous: a. The relationship between you and Skillfeed is that of independent contractors. b. This agreement contains the entire understanding of the parties with respect to the subject matter covered herein and supersedes any prior agreements with respect to such subject matter. c. The validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of New York in the County of New York or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. d. If any part of this agreement is held void or unenforceable, it shall not affect the validity of the balance of the agreement. This agreement shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns. e. Skillfeed will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of any Tutorial submitted by you or the termination of your Instructor account. 12. Forums: While Skillfeed is under no obligation to make forums available to Instructors, the administrators and moderators of any such forums, as may be made available to Instructors at any time, shall monitor the messages posted therein. a. While impossible to review every message posted to such forums, Skillfeed will take reasonable steps to remove or edit any generally objectionable material as quickly as possible after receipt of written notice of the presence of such material, if Skillfeed determines that such material is unsuitable for the forums. You acknowledge that all posts made to the Skillfeed forums express the views and opinions of the author and not the views of Skillfeed, its officers, directors or employees or of any administrators, moderators or the webmaster (except for posts by those people). Neither Skillfeed, the webmaster nor any of the forum administrators will be liable, under any circumstances, for the content of any messages posted in the forum by other parties. b. You agree not to post any material that is abusive, obscene, vulgar, slanderous, hateful,

threatening, sexually-oriented or that may violate any applicable laws. Violating these terms of use shall be deemed a material breach of this agreement and may lead to you being immediately and permanently banned from the forums and your service provider being informed. Skillfeed may also terminate your Instructor account. The IP addresses of the computers associated with all posts is recorded to aid in enforcing these conditions. c. You agree that the webmaster, administrator and moderators of this forum have the right to remove, edit, move or close any topic at any time in the exercise of their discretion. d. As a forum user you agree that the personal information provided by you may be stored in a database maintained on servers owned and/or controlled by Skillfeed. e. Skillfeeds forum system uses cookies to store information on your local computer. These cookies do not contain any of the personal information you provided to Skillfeed; they are used only to improve your viewing experience. f. You shall defend, indemnify and hold Skillfeed harmless from and against any loss, damage, liability, claim, demand, action, cost and expense (including reasonable attorneys' fees and costs) resulting from claims made against Skillfeed by any third party, including any governmental agency, which arises out of or in connection with your use of the Skillfeed forums.) BY SUBMITTING ANY CONTENT TO SKILLFEED AND/OR BY PARTICIPATING IN THE FORUMS, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS OF SKILLFEED'S PRIVACY STATEMENT (WHICH BY THIS REFERENCE IS DEEMED INCORPORATED HEREIN), WITH THE SAME FORCE AND EFFECT AS IF YOU SIGNED SUCH DOCUMENTS BY HAND. Effective 1/23/2013

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