This Submission Agreement was last modified on January 5, 2007 and is effective immediately.

Submission Agreement

Please read this Submission Agreement carefully because it is a part of, and incorporated into, the Terms of Use and represents your legally binding agreement with us (“Agreement”) regarding your use of the Developer Submission Service (“Developer Service”) and the development tools made available to you in connection with the Developer Service (the “Development Tools”). For the avoidance of doubt, the Developer Service and the Developer Tools are part of the VMTV Service. Unless defined separately, terms used in this Agreement are defined in our Terms of Use. All references to the Developer Service, unless the context clearly requires otherwise, includes our web site and the web sites of our Parent Companies and Affiliates, our or their licensors, suppliers, agents, licensees, franchisees, representatives, successors and assigns, and third parties with whom we have made arrangements to make all or any part of our Developer Service available (collectively, the “MTVN Entities” and, individually, an “MTVN Entity”).

When you click (select) the [“I Accept”] box to download the Development Tools and/or to submit Content (as defined below), or if you otherwise use or attempt to use the Developer Service, you are signifying your agreement with and acceptance of all these terms and conditions as part of the Terms of Use that govern your legal and contractual relationship with us. If you are acting as an officer, director or employee of an organization, by accepting, you represent and warrant you have full legal authority to bind that employer or entity. All users who want to submit Content or use the Development Tools must be registered users of the VMTV Service.

We have the right to change the terms and conditions of this Agreement at any time as described in our Terms of Use. If you do not agree with all the terms and conditions of this Agreement at any time, including, without limitation, those times when we make changes, do not use, do not attempt to use, and immediately discontinue your use of, the Development Tools and the Developer Service, because if you do any of these things you are agreeing to be bound by all of the terms and conditions of this Agreement, including, without limitation, any changes we have made.

IMPORTANT NOTE: You must meet the Content Requirements in Section 2 of this Agreement. Each and every time you submit or attempt to submit Content, you are confirming your compliance with, acceptance of and agreement to be bound by, all the terms and conditions of this Agreement (including, without limitation, the indemnification provisions, disclaimers and limitations of liability).

1. Submitting Content.

We will use the term “Content” to mean and refer to any and all content, media and materials you submit to or for the Developer Service. To submit Content to the Developer Service you must upload your Content (transmit a copy of the digital file) through the Internet through our web site, following the instructions on the Developer Service web page. To be considered for display and distribution on the VMTV Service, your Content must meet all the specifications and requirements relating to formatting, compatibility and operating characteristics, which can be found on the Developer Service web page, and our Content Requirements (See Section 2 below). When you submit Content to the Developer Service, you may also be asked to provide some information about you and your submission (e.g., a descriptive title, Content length). By submitting your Content, you are agreeing, and you understand, that the term “Content” includes, without limitation, such information.

2. Content Requirements.

You are solely responsible and liable for your Content. Content does not reflect the views of MTVN or the MTVN Entities. In no event shall MTVN or the MTVN Entities have or be construed to have any responsibility or liability for or in connection with any of your Content. If we determine, in our sole discretion, you have not met our Content Requirements or if, in our judgment, you or any Content you submit violates this Agreement, we reserve the right, at any time, without notice and without limiting any and all other rights we may have under this Agreement, at law or in equity, to (a) refuse to allow you to submit further Content, (b) remove, edit and delete your Content, (c) revoke your registration and right to use the Developer Service and (d) use any technological, legal, operational or other means available to enforce the terms of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration, access using your e-mail address, your user name and password.

We make no claim the Developer Service or any Content is appropriate for any particular purpose or audience, or that any Content, Development Tools or other software or our Development Service may be accessed, used or downloaded outside of the U.S., which may not be legal for certain persons or in certain countries and you do so at your own risk. You are responsible for compliance with the laws of your jurisdiction. The U.S. controls the export of products and information and you agree to comply with such restrictions and not to export or re-export any Content, information, software, materials, products or services to countries or persons prohibited under the export control laws and regulations. You agree you will not submit or attempt to submit, and we have the right to reject, refuse to accept, remove or otherwise handle as we deem appropriate, any “Unauthorized Content” which is defined as any Content that is or could be construed as violating any of the terms and conditions of this Agreement, and/or any of the Rules of Conduct set forth in our Terms of Use.

Neither MTVN nor any of the MTVN Entities control any Content submitted and, although we may use both automated and manual means of reviewing Content in order to prevent Unauthorized Content from appearing on the VMTV Service, we do not have any obligation to you to review, evaluate or monitor Content for that or any other purpose. MTVN reserves the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Developer Service or to comply with legal, regulatory, audit and compliance obligations.

3. Development Tools.

You acknowledge and agree that the Development Tools are owned by MTVN and/or the MTVN Entities and contain valuable, sensitive, proprietary and confidential information and/or trade secrets. The term “Development Tools” includes any and all new releases, versions, updates, patches, fixes, enhancements, derivatives, revisions or modifications to the Development Tools released to you. The intellectual property and all proprietary and other rights associated with the Development Tools are protected by law, regulation and international treaty, including, without limitation, the copyright laws of the U.S. and other countries. You are not obtaining any ownership or other rights to the Development Tools, except as expressly set forth in this Agreement and all rights not expressly granted to you are reserved by MTVN and the MTVN Entities.

Subject to your Agreement and compliance with the terms and conditions of this Agreement, MTVN grants you a limited, personal, non-transferable, non-exclusive and revocable license to use the Development Tools exclusively in conjunction with, and for so long as you are a registered user of, the VMTV Service. This license only gives you the right to:

1) use the Development Tools solely and exclusively in conjunction with your personal use of the VMTV Service and not for any commercial or other purpose or use whatsoever; and

2) maintain one copy of the Development Tools on a computer that you own or which is under your control.

Any and all rights not expressly granted to you by the license described above are expressly and fully reserved by MTVN. You are not permitted to distribute, transmit, sublicense, lease, sell, rent or otherwise transfer the Development Tools to any other person, firm or enterprise, and you may not alter, reverse engineer, decompile, disassemble or otherwise attempt to discover or disclose the Development Tools’ source code or underlying programming. We have the right to terminate this license and your right to use the Development Tools at any time, including, without limitation, any time we reasonably believe you have failed to comply with any term or condition of this Agreement. If this license or your right to use the Development Tools terminates for any reason or you do not agree with all these terms and conditions, you must cease all use of the Development Tools and destroy all copies of the Development Tools that are in your possession or under your control. We may ask you to certify your compliance in writing and you agree to do so if we request you to do so.

You agree that you shall not, directly or indirectly, export or re-export the Development Tools, including, without limitation, technical data associated with the Development Tools, outside the U.S. without our express prior written consent and that the Development Tools, including, without limitation, any such technical data, are subject to the export control laws and regulations of the U.S. and other countries.

5. Rights Granted to the MTVN Entities.

In connection with each and every item of Content you submit to or through the Developer Service, you grant to MTVN and the MTVN Entities the unqualified, unrestricted, unconditional, unlimited, worldwide, transferable, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your Content on or in connection with the VMTV Service, the Developer Service, and any web sites, channels, services, and other distribution platforms, whether currently existing or existing or developed in the future, of MTVN and the MTVN Entities, for any purpose whatsoever (including, without limitation, for any testing, support, programming and/or promotional purposes) without accounting, notification, credit or other obligation to you, and the right to license, sub-license and authorize others to exercise, any of the rights granted hereunder to MTVN and the MTVN Entities, in our sole discretion; provided, however, that in the event that MTVN engages in the retail sale and distribution of physical items created by MTVN or the MTVN Entities to third party consumers for a fee, which items are specifically derived from MTVN’s or the MTVN Entities’ use of your Content, and you provide written notice to MTVN of your desire to discontinue the retail sale and distribution of such items (with sufficient specificity to allow MTVN, in its sole discretion, to identify the relevant items and whether or not such items are derived from MTVN’s or the MTVN Entities’ use of your Content), MTVN shall use reasonable efforts to cease the continued sale and distribution of such items following the receipt of such notice, although MTVN does not provide any assurances regarding any such items produced, sold and/or distributed prior to the receipt of such notice.

The rights, licenses and privileges described in this Agreement and granted to MTVN and the MTVN Entities shall commence immediately upon submission of an item of Content to or through the Developer Service and continue thereafter perpetually and indefinitely, regardless of whether you remain a registered user or not, unless and until terminated, in whole or in part, by MTVN on notice to you. Once you submit or attempt to submit your Content to or through the Developer Service, you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to MTVN or the MTVN Entities. You are not entitled to and you will not receive any compensation or other consideration for your Content or any use made of your Content once submitted to or through the Developer Service.

You hereby release MTVN and the MTVN Entities from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may have in connection with your Content, including, without limitation, any and all liability for any use or nonuse of your Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with the Content and the rights granted to MTVN and the MTVN Entities hereunder.

6. Ownership.

MTVN and the MTVN Entities retain all right, title and interest in and to the Developer Service, including, without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world and you acquire no ownership, proprietary or other rights, title or interest in or to the Developer Service. Except for the licenses, authorizations, consents and rights granted hereunder and described in this Agreement, as comprehensive and broad as they may seem or actually be, MTVN acquires no title or ownership rights in or to any Content you submit through the Developer Service and nothing in this Agreement conveys to us any ownership rights in your Content. MTVN is acting only as a host, bulletin board or conduit for submitted Content in connection with our Developer Service, with all of the specific rights granted by you hereunder.

You must own the rights to each item of Content you submit and each element of each item of Content you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Agreement and perform and comply with all of its obligations. Upon request, you will furnish MTVN with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement. You also understand and agree that no guild or residual payments will arise in connection with the submission and exploitation of the Content.

You acknowledge that other persons may have submitted to us or the MTVN Entities Content that is similar or identical to all or a portion of your Content or concepts contained therein, or may have made public or developed (or may originate, submit, make public or develop), Content that is similar or identical to all or a portion of your Content or concepts contained therein. Our acceptance of your Content, or any posting or display thereof, is not any admission of novelty, priority or originality.