WEBSITE SERVICE AGREEMENT

THIS WEBSITE SERVICE AGREEMENT is by and between Rhovee, Inc. (“we”, “our” or “us”) and the seller (“you” or “your”), both of whom may also sometimes hereinafter be referred to as “Party”, or jointly, “Parties”.
WHEREAS, We own and operate the website “www.Rhovit.com” (“Website”) where we provide a platform for third-parties such as you to sell and/or rent owned or properly licensed media-related entertainment properties, including but not limited to, motion-pictures, music, literary works, comics, games, and art, electronically via the Internet to the public;
WHEREAS, You desire to utilize our Website to sell and/or rent your entertainment projects to third-parties;
NOW, THEREFORE, the Parties agree as follows:

1. WEBSITE SERVICES:

(a) We hereby grant you permission to access the Website to offer, sell and/or rent your entertainment-related properties (“Products”) electronically via the Website and use our payment services described hereinafter (“Payment Services”).

(b) You (and if you are a business, the person making this Agreement on behalf of you) represent and warrant that:

(1) if you are a business, you are duly organized, validly existing and in good standing under the laws of the state and/or country in which your business is registered;

(2) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder and

(3) you have provided us your real name, address, phone number, e-mail address, and valid and properly authorized credit card information.

(c) You hereby acknowledge and agree that we provide a platform for you to list for sale or rent, sell and/or rent your Products. We are not involved in the actual transaction between you and buyers and are not the agent of and have no authority for you for any purpose.

(d) You may list any Products on the Website unless it is a prohibited item as described in Schedule “A,” or otherwise prohibited by law. Without limiting the foregoing sentence, you may not list any Products or link or post any related material that (i) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (ii) constitutes libel or slander or is otherwise defamatory; or (iii) is counterfeited, illegal, stolen, or fraudulent. It is up to you to accurately describe the Products for sale. You use the Website and the Payment Services at your own risk.

(e) The Website may contain links to third-party websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third- party websites. In addition, we will not and cannot censor or edit the content of any third-party website. You expressly relieve us from any and all liability arising from your use of any third-party website.

2. PAYMENT SERVICES:

We hereby agree to enter into a payment transaction and collect the purchase price for your Products through the Website with any buyer through any major credit card accepted by us.You acknowledge and agree that we are not the buyer of your Products. You will resolve any dispute directly with any buyer. There are no fees for using the Payments Service except for actual credit card transaction fees incurred by us and other costs set forth in this Agreement.

(a) You agree to pay us $9.99 a month if you have less then 49 Product Pages.

(b) You agree to pay for the hosting cost of your products if you have 50 Product Pages or more.

3. TERM:

The term of this agreement (“Term”) shall commence as of the date of this Agreement and will continue on a month-to month basis until either Party gives terminates the agreement. In the event we have entered into an advertising agreement in connection with one of your Products, then the Term shall be extended to the last day of such advertising agreement. We agree to notify you of the existence of any such agreement upon the sending by us or the receipt from you of such termination notice. Notwithstanding the foregoing, we may remove any Product from the Website at any time at our discretion.

4.  PRODUCTS:

(a) You shall be solely responsible for uploading the Products to the Website in accordance with our current specifications and for any all costs related thereto, as set forth in Schedule “B” attached hereto, which you agree that we may modify at any time.

(b) You grant to us the right to use the Products and excerpts therefrom, and your tradenames, trademarks and logos in the form furnished by you in the Products’ marketing and promotional materials on the Website. The foregoing rights shall include the right to create promotional clips and previews of the Products for the Website.

(c) We shall have the right, at our sole cost, to publicize, promote, and advertise the Products by means of trailers, excerpts, posters, synopses, summaries, extracts, stills, and other promotional materials on the Website.

(d) We retain the right to determine the content, appearance, design, functionality and all other aspects of the Website (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Website and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all Products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, or stop and/or cancel any of sales or rentals of your Products at any time.

5. ADVERTISING:

We hereby inform you and you hereby acknowledge that we derive revenue from banner and video advertising from third parties on the Website, and in particular this includes such advertising on pages on Website featuring your Product as described in Schedule “B” attached hereto. We will not receive any proceeds on your ads that you are eligible to directly list on our Website.

6. PAYMENTS:

We agree to pay to you one-hundred (100%) percent of the receipts actually received by us resulting from sales and rentals of Products and, twenty (20% if you have 49 product pages or less) or thirty(30% if you have 50 Product Pages or more )percent of the receipts actually received by us resulting from advertising on the Website directly related to your Products (net of advertising related costs including without limitation advertising agency costs, 3rd party website costs and promotional video streaming costs) after deduction of any and all credit card transaction fees, refunds and/or returns, and actual downloading and hosting fees incurred by us.

7. TAXES/THIRD-PARTY PAYMENTS:

(a) Any payments required to be made to anybody or group representing authors, composers, musicians, artists,actors and any other participants in the Products, or to any other third-party having rights of any kind to participate in the receipts of the Products, will be made by you.

(b) You agree that it is your responsibility to determine whether sales taxes apply to the transactions and to collect, report, and remit any and all taxes associated with the sale or rental of your Products, including without limitation, the correct sales taxes to the appropriate taxing authority, and that we are not obligated to determine whether sales taxes apply and are not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. “Sales Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer, sale, and/or rental of the Products by you on or through the Website.

8. ACCOUNTING/BOOK AND RECORDS:

(a) We agree to account to you with payment within thirty (30) days after each month during the Term.

(b) You shall have the right to examine the books and records of ours to the extent they pertain to the Products. Such examination shall be made during reasonable business hours, upon reasonable advance written notice, at our regular place of business where such books and records are maintained, and shall be conducted on your behalf and at your expense by your designee. Such examination shall not be made more than once with respect to any accounting period or royalty statement rendered hereunder.

9. YOUR WARRANTY/INDEMNIFICATION OF US

(a) You warrant and represent to us that you have all of the necessary rights in connection with the Products necessary  to enter into this Agreement, the Products shall not violate or infringe upon the common-law right, copyright, trademark or literary rights or right of privacy of any person and will not contain any material which is libelous, slanderous or defamatory, and that you have the right and authority to enter into this Agreement.

(b) You agree to indemnify and hold us harmless from and against any and all claims, liabilities, judgments, damages, costs and expenses, including reasonable legal fees and expenses, arising out of your breach of any of the foregoing warranties and representations and of any other covenant or undertaking herein contained.

10. NOTICES:

All notices (excluding accountings) hereunder shall be in writing and shall be served by personal delivery to either Party, by facsimile or email PDF scan followed by deposit of a copy in regular U.S. mail within two (2) days of such facsimile or email, by guaranteed overnight courier, or by certified mail, return receipt requested, addressed to the address set out at the end of this Agreement. Any Party may change its address at any time by written notice to the other Party. Notices served be mail shall be deemed to be served three (3) business days next following deposit in the U.S. mails or with an overnight courier.

11. ILLEGAL ACTIVITY:

(a) The Website and Payment Services may be used only for lawful purposes and in a lawful manner. You agree to with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another seller’s password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to lawenforcement, and we will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
(b) We have the right, but not the obligation, to monitor any activity and content associated with the Website and investigate as we deem appropriate. We also may investigate any reported violation of our policies or complaints and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Website, including listings of your Products. We reserve the right and have absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
(c) We also reserve the right to report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, toprotect our systems, buyers and other sellers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including without limitation, user contact details, IP addressing and traffic information, usage history, and posted content.

12. NO OTHER RHOVEE WARRANTIES:

THE WEBSITE AND THE PAYMENT SERVICES ARE PROVIDED ON AN "AS IS" BASIS. WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
(a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(b) THAT THE WEBSITE OR THE PAYMENT SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;

(c) THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE WEBSITE WILL BE EXACTLY AS YOU REPRESENTED, AVAILABLE FOR SALE, LAWFUL TO SELL, OR THAT BUYERS WILL PERFORM AS PROMISED;

(d) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

(e) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE.
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL SUCH WARRANTIES.

13. GENERAL RELEASE:

BECAUSE WE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS, IF A DISPUTE ARISES BETWEEN YOU AND A BUYER, YOU RELEASE US (AND OUR AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

14. LIMITATION OF LIABILITY:

WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, THE PAYMENT SERVICES, THE INABILITY TO USE ANY OF OUR OFFERED SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES SOLD OR RENTED OR OBTAINED OR MESSAGES RECEIVED

OR TRANSACTIONS ENTERED INTO THROUGH THE USE OF OUR SERVICES OR WEBSITE.

15. ASSIGNMENT:

This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their heirs, personal representative, successors, and permitted assigns. Either of the Parties may assign that Party's rights under this Agreement; however, in the event of any such assignment, the assignor shall remain fully liable and obligated in accordance with the terms of this Agreement.

16. RELATIONSHIP OF THE PARTIES:

This Agreement will not be construed as creating an employer/employee agency, partnership or joint venture relationship between the Parties. Neither Party shall have the authority to make agreements on behalf of the other Party.

17. VENUE AND JURISDICTION; WAIVER OF JURY TRIAL:

The validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely within the State. The California courts (State and Federal), located in Los Angeles, California only, will have jurisdiction of any controversies regarding this Agreement; any action or other proceeding which involve such a controversy will be brought in those Courts and not elsewhere. THE PARTIES AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THIS AGREEMENT.

18. ENTIRE AGREEMENT:

This Agreement constitutes the entire agreement between the Parties with reference to this matter, and supersedes all prior agreements, written or oral. This Agreement cannot be amended except by written instrument signed by the Parties.

Schedule A List of Prohibited Items

  1. Items not intended for distribution within the United States: Products that are specifically manufactured for, and identified as "not for distribution within the United States" cannot be sold on the Website.

  2. Illegal and potentially illegal products: Products sold or rented on the Website must adhere to all applicable laws. As you are legally liable for their actions and transactions, you must know the legal parameters surrounding any product they offer for sale on the Website.

  3. Offensive material: We reserve the right to determine the appropriateness of listings posted to our site.

  4. Nudity and Pornography: In general, images or media that portray nudity in a gratuitous or graphic manner (as determined by us in our sole discretion) are prohibited.

  5. Privacy: Items that infringe upon an individual's privacy. Items that infringe upon, or have potential to infringe upon, an individual's privacy are prohibited.

  6. Advertisements: Listings that are intended wholly or mainly as "portals" to commercial or private websites for the purposes of advertising, or that offer contact information for non Website offers, particularly those with non Rhovit ordering tools or information are prohibited.

  7. Counterfeit merchandise: Any product that has been illegally replicated, reproduced or manufactured is prohibited.

  8. Unauthorized and unlicensed merchandise: All items offered for sale on the Website must be authorized or licensed. Products that have been recopied, dubbed, duplicated, or transferred without permission of the rights holder are illegal to sell and are prohibited. Bootlegs, unauthorized live concerts, unauthorized soundboard recordings, unauthorized merchandise, etc., are also prohibited. Unauthorized copies or recordings of any movies, screeners, trailers, software, radio programs, photos or TV programs are prohibited.

SCHEDULE B SPECIFICATIONS
SCHEDULE C ADVERTISEMENT SPECIFICATIONS

Currently there may be up to two (2) third-party banner advertisements placed on the page of your Website of a GIF, JPG or other equivalent format at a dimension of 336 x 280 pixels each. Third party advertisement specifications are subject to change with prior notice to you.

SERVICE AGREEMENT FOR USERS

THIS WEBSITE SERVICE AGREEMENT is by and between Rhovee, Inc. (“we”, “our” or “us”) and the user (“you” or “your”), both of whom may also sometimes hereinafter be referred to as “Party”, or jointly, “Parties”.

By creating an account and/or using the site you agree to these terms.

1. SUMMARY OF SERVICE

(a) Rhovit is an open post site where "Content Providers" can post and sell their films - tv - music - books - comics - and video games. They are solely responsible for the content and by posting they agree they have the legal right to sell such material. "Users" can use and create an account for free and are only charged if they choose to purchase a product.

2. RHOVIT.COM TERMS OF SALE

a) PAYMENTS, TAXES AND REFUND POLICY

(1) The Rhovit.com website (“Services”) accept these forms of payment: Credit Cards via Google wallet and Dwolla Accounts. Billing occurs at the time of your transaction.

(2) You agree that you will pay for all products you purchase through the Services, and that Rhovit may charge your credit card via Google Wallet, Dwolla or other Rhovit approved credit card transaction company for any products purchased and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING RHOVIT WITH GOOGLE WALLET, DWOLLA OR OTHER APPROVED RHOVIT CREDIT CARD TRANSACTION ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the Google Wallet, Dwolla or other Rhovit approved credit card transaction account you designate during the registration process. If there is a change in your credit card transaction account status, you must change your information online in the Account Information section of Rhovit; this may temporarily disrupt your access to the Services while Rhovit verifies your new payment information.

(3) Your total price will include the price of the product plus any applicable sales tax; such sales tax is based on the bill-to address and the sales tax rate in effect at the time you download the product. We will charge tax only in states where digital goods are taxable.

(4) All sales and rentals of products are final.

(5) Prices for products offered via the Services may change at any time, and the Services do not provide price protection or refunds in the event of a price reduction or promotional offering.

(6) If a product becomes unavailable following a transaction but prior to download, your sole remedy is a refund. If technical problems prevent or unreasonably delay delivery of your product, your exclusive and sole remedy is either replacement or refund of the price paid, as determined by Rhovit.

3. YOUR ACCOUNT

(a) As a registered user of the Rhovit Service, you may establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify Rhovit of any security breach of your Account. Rhovit shall not be responsible for any losses arising out of the unauthorized use of your Account.

4. THIRD PARTY / OBJECTIONABLE MATERIALS

a) Certain content and services available on Rhovit may include materials from third parties. Rhovit may also provide links to third party websites. You agree that Rhovit shall have no responsibility for any third party materials or websites and is not responsible for examining any third party material or websites for accuracy.

(b) You understand that by using the Rhovit Service, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to use the Rhovit Service at your sole risk and Rhovit shall have no liability to you for material that may be found to be offensive, indecent, or objectionable. Rhovit Product types and descriptions are provided for convenience, and you agree that Rhovit does not guarantee their accuracy.

5. MODIFICATION OF TERMS OF USE

(a) Rhovit reserves the right to modify or replace these Terms of Service at anytime and for any reason. Your continued use of Rhovit constitutes your agreement to the changes. If you do not agree with the changes do not use the service.