EXCLUSIVE PRODUCER'S CONTRACT ("CONTRACT")

This Contract governs the terms by which You ("You" or "Your") as a producer provide footage and information, including video files, creative art, 3-D animations, computer animations, motion backgrounds, camera acquired footage, flash files, data files and other material (collectively, the "Footage" or "Content") to RevoStock.com and the users of the Service, on an exclusive basis. For the Non-Exclusive Producer's Contract, go to http://revostock.com/nonexclusive/Content.html. The term "Content" as defined above, means the specific footage that You upload pursuant to this Contract. If the term "content" is used in this Contract but is not capitalized, it means general footage other than the Content which You upload pursuant to this Contract. This Contract is in addition to the Terms and Conditions of Service ("Terms and Conditions") to which all users providing the Content or downloading the Content from the Website have previously agreed. In the event of any inconsistency between this Contract and the Terms and Conditions, the terms of this Contract shall control. Any capitalized term in this Contract shall have the same meaning as set forth in the Terms and Conditions.

General Information Regarding Contract and its exclusivity terms

In exchange for increased royalties, You agree to provide the Content You upload under this Contract to RevoStock.com on an exclusive basis.

When You enter into this exclusive Contract, You may sell the Content:

1. via hardcopy (i.e. CD-ROM, DVD, etc.) through a website owned and operated by You or a third-party; or

2. via download through your own personal website.

When You enter into this exclusive Contract, You may not under any circumstances sell the Content:

1. via download through any third-party website that is not owned and operated by You; or

2. via any third-party website similar to RevoStock.com.

If You prefer to provide the Content on a non-exclusive basis, the correct contract can be found here http://revostock.com/nonexclusive/Content.html. You may choose to provide some Content on an exclusive basis and some Content on a non-exclusive basis. Simply check the desired box prior to uploading the Content. By selecting "Exclusive" or "Non-exclusive" above and clicking the "I agree" box at the end of this Contract, this becomes a binding legal agreement between You and RevoStock.com. You should print a copy of this Contract for Your records.

You appoint RevoStock.com as Your exclusive agent to license and distribute the Content produced by You under the terms of this Contract and RevoStock.com's standard form of the Content License Contract. Upon accepting the terms of this Contract, You may make the Content available to RevoStock.com by following the "Upload" procedures identified on the Website. Each time You upload the Content You will be required to choose whether You will provide such content on an exclusive or non-exclusive basis and You will be required to accept and agree to the terms of the Exclusive Producer's Contract or the Non-Exclusive Producer's Contract.

If We, in Our sole discretion, determine that You are in violation of the exclusivity provisions of the Contract, We may retroactively deem the Contract non-exclusive, consider previous exclusive royalty payments made to You as overpayments and adjust prior royalty payments accordingly. Upon demand from Us, You must return such overpayments. We may also deduct any overpayments previously paid to You from any future royalty payments that may otherwise be or become due to You. At Our option, We may also terminate the Contract immediately and deny any and all future use of the Website and the RevoStock.com services.

This Contract remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Contract are no longer acceptable to You, You must follow the termination procedures set forth herein. http://revostock.com/terms/Content.html

Provision of the Content

In addition to the Content, which is defined above, You must upload descriptive and other information and supporting documents, such as model or property releases, relating to the Content or required to enable Us and other users to fully utilize the rights granted under the Content License Contract. This information is referred to as "Additional Information".

You will provide the Content to RevoStock.com using the upload procedures of the Website or such other procedures as the parties may mutually agree. RevoStock.com, in its sole discretion, may determine which of such Content is suitable for posting on the Website, and only such Content as it deems suitable will be accepted and made available for other users to view and purchase rights in.

Any breach of the rules relating to the exclusivity program and acceptable Content outlined in the Website will be a breach of this Contract.

Rights Granted by You to RevoStock.com

You hereby appoint RevoStock.com as Your exclusive agent and sole distributor to license the Content to third parties that agree to a Content License Contract. You grant RevoStock.com:

1. the exclusive right and license to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, crop, package, repackage, produce and grant perpetual, worldwide, non-exclusive and non-transferable licenses to use the Content or Footage to users of the Website which agree to a Content License Contract. By agreeing to this Contract, You expressly approve the terms of the Content License Contract, as it may be modified from time to time by RevoStock.com.

2. the right to post, reproduce, modify, display, make derivative works or otherwise use any Content for its own business purposes relating to the promotion of the Website and its distribution programs, and the sale or licensing of the Content. You shall not be entitled to any royalties or other compensation for RevoStock.com's usage of Your Content.

Both Parties agree that You will retain all rights, including title and copyright, in and to the Content, and no title or copyright is transferred or granted in any way to RevoStock.com or any third party except as provided in this Contract and the Content License Contract.

Royalties

RevoStock.com agrees to pay the royalty set forth on Exhibit A (the "Royalty Schedule") each time the Content uploaded by You is downloaded or otherwise licensed by a user. The parties acknowledge that the Rate Schedule is subject to change in RevoStock.com's discretion at any time without notice upon posting such changes on the Website. If at any time the Royalty Schedule is not acceptable, You may terminate this Contract as set forth herein http://revostock.com/terms/Content.html.

RevoStock.com will use its best efforts to pay royalties on a monthly basis on or about the 15th day of the month following the month in which the license in the Content is purchased. The following may be deducted or held from royalties that may otherwise be payable: (1) any amounts owed to RevoStock.com by You; (2) royalties previously paid to You on purchases on which a refund or credit is subsequently issued to the purchaser; (3) legal and other reasonable fees and expenses incurred in enforcing this Contract or the other contracts contemplated herein, including costs associated with claims threatened relating to any matter which is the subject of a representation, warranty or indemnity under this Contract; and (4) applicable taxes or other withholdings required by applicable law.

If RevoStock.com is prevented in any way from using rights granted under this Contract because those rights (and/or the Content itself) are found or alleged to be an infringement of the rights of a third party, RevoStock.com may refuse to pay royalties until the dispute is resolved to RevoStock.com's satisfaction. If RevoStock.com discovers or determines in its reasonable discretion that the Content provided by You appears for sale or license or free in breach of this Contract, RevoStock.com may refuse to pay royalties.

Managing the Content

All the Content and Footage is subject to RevoStock.com's approval prior to being made available to other users of the Website. However, such review and approval process does not make RevoStock.com responsible for the content, quality, or consequences of Your Content. RevoStock.com may at any time, in its sole discretion delete, move, refuse to accept or edit the Content that it may determine violates or may violate this Contract, the proprietary rights of third parties, any of its Terms and Conditions or is otherwise objectionable. You acknowledge that You, and not RevoStock.com, are responsible for the Content and any consequences of uploading it on the Website.

You acknowledge and agree that the Content You provide pursuant to this Contract may be licensed by users of the Website that agree to the terms of the Content License Contract. If RevoStock.com becomes aware of the breach of the Content License Contract, it agrees that it will take initial steps consistent with its usual business practices to request that the user which purchased the rights in the Content comply with the Content License Contract and refrain from any prohibited use. RevoStock.com will use reasonable efforts to further assist You in the protection of Your rights, at Your request and expense, but You acknowledge that enforcement of Your rights is Your sole obligation and that RevoStock.com shall have no liability to You or any person claiming through You for any breach of the terms of any Content License Contract.

Representations and Warranties

You represent and warrant that:

1. the Content is Your original creation and expression, that You are its sole and exclusive owner and it does not infringe any copyright, trademark, right of privacy or other proprietary right of any third party, nor does it defame any third party, violate any law or depict the violation of any law;

2. You have authority to enter into this Contract and have the right to grant all of the license rights contemplated under the Content License Contract, that You have read same and You have not granted any rights or licenses that would conflict with this Contract or the Content License Contract;

3. to the extent that the Content contains images of people or persons, You have obtained a valid and binding model release and/or property release from all required parties in the same form as located at Model Release and Property Release that will permit the uses for such Content contemplated in this Contract and the Content License Contract;

4. the Additional Information is complete and accurate, does not contain any misleading information, and includes all Additional Information necessary to enable the Content to be effectively marketed on the Website;

5. no portion of the uploaded Content contains any feature designed to prevent its use, duplication, or enjoyment in the manner contemplated in this Contract and the Content License Contract, and all Content is free of any defects such as viruses, worms, or other items that may result in modification or damage to the Website, the Content or any other hardware or computer system; and

6. that You are not and will not make any of the Content available to or through any other distributor, website (other than Your own website) or other marketing, distribution, sale or licensing program of any kind.

User Name and Password

You acknowledge and agree that You will be responsible for each and every access or use of the Website that occurs under Your user name and password, and that RevoStock.com is authorized to accept Your user name and password as conclusive evidence that You wish to upload the Content pursuant to this Contract.

Term and Termination

This Contract is effective until terminated. You may terminate this Contract at any time by giving thirty (30) days written notice to RevoStock.com using [support@RevoStock.com] or such other means of written notice acceptable to RevoStock.com which allows confirmation of Your identity and Your intention to terminate. RevoStock.com may also terminate this Contract for any reason by giving You thirty (30) days notice by e-mail at the last address contained in the information You submit to us. Either party may terminate this Contract immediately upon e-mail notice of a violation of this Contract. However, if the Content has been posted on the Website for less than ninety (90) days, You may not terminate this Contract until after the expiration of ninety (90) days.

Effect of Termination

Upon the termination of this Contract: (1) subject to the provisions in the last sentence of the preceding paragraph, RevoStock.com shall remove the Content from the Website within thirty (30) days of the termination of this Contract; (2) if the Content has previously appeared in RevoStock.com's promotional materials, RevoStock.com shall have the right to continue licensing the Content until it is removed from the Website and for up to (1) year following termination; and (3) RevoStock.com will continue to pay royalties due to You at non-exclusive royalty rate in effect at the time of termination for licenses granted after termination, subject to any rights of set-off and retention under this Contract.

Upon termination, RevoStock.com will be entitled to retain all amounts owing to You for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating Your account.

Notwithstanding any other provision in this Contract, the termination or expiration of this Contract shall not alter or affect the rights granted by RevoStock.com pursuant to any Content License Contract.

The provisions of this Contract relating to: Managing the Content, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Contract and continue in full force and effect or free of defects despite termination.

Indemnity

You agree to indemnify, defend and hold RevoStock.com and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of the Content (collectively, the "RevoStock.com Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by any RevoStock.com Party as a result of (1) any breach by You of this Contract; (2) any claim threatened or asserted against any RevoStock.com Party that alleges that any of the Content provided by You infringes any copyrights, trade secrets, trademarks, right of privacy, right of publicity or other intellectual or other property rights of any third party.

RevoStock.com reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and You agree to cooperate with RevoStock.com's defense of such claim.

Release

You release RevoStock.com from any and all claims You might have arising out of or in connection with a determination by RevoStock.com to proceed or not to proceed against any third party who is alleged by You to have infringed on Your Rights. RevoStock.com hereby agrees that any monetary recovery it receives as a result of any action taken against any such third-party shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable attorneys' fees and expenses) incurred by or on behalf of RevoStock.com, be paid to You. In the event RevoStock.com elects not to proceed against any such third-party, You shall have the right to proceed against them as a third-party beneficiary of the Content License Contract.

DISCLAIMER OF WARRANTIES

THE WEBSITE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. RevoStock.com DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE.

RevoStock.com DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT THAT APPEARS ON THE WEBSITE WILL ACTUALLY BE AVAILABLE FOR PURCHASER OR, IF DOWNLOADED, THAT IT WILL BE FREE OF DEFECTS OR VIRUSES.

LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE.

IN NO EVENT SHALL RevoStock.com OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE WEBSITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF RevoStock.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, RevoStock.com'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE WEBSITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY RevoStock.com FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED $500.00 UNITED STATES DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF RevoStock.com OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

General

RevoStock.com is operated by VR Media Resources, Inc., a Texas corporation, which is the actual party to this Contract.

The Website is controlled and operated by VR Media Resources, Inc. from within the State of Texas, USA. The Website can be accessed from other countries around the world. Each of these jurisdictions has laws that may differ from those of the State of Texas, You acknowledge and agree that this Contract will be governed under the laws of Texas and the federal laws of the United States (without reference to conflicts of laws principles). You hereby irrevocably submit to the jurisdiction of the Courts of the State of Texas.

Any and all disputes arising out of, under or in connection with this Contract shall be submitted to arbitration under the Texas Arbitration Act in effect at that time.

If RevoStock.com is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, You agree to reimburse RevoStock.com for its legal fees, costs and disbursements if RevoStock.com is successful.

You consent to service of any required notice or process upon You by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by You at the time You are first granted access to the Website. You agree to waive any right You may have to trial by jury.

RevoStock.com's failure to insist upon or enforce strict performance of any provision of this Contract shall not constitute a waiver.

This Contract is not assignable by You without RevoStock.com's prior written consent. RevoStock.com may assign this Contract without Your consent to any other party so long as such party agrees to be bound by its terms.

This Contract may be amended by RevoStock.com at any time by posting an amended contract on the Website. Continued provision of Content, or failure to terminate this Contract within thirty (30) days of posting of such amendment, will be deemed to be acceptance of the amendment.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT AND HAVE HAD OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF RevoStock.com AGREEING TO PROVIDE A MEANS FOR SELLING THE LICENSES OF YOUR CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS CONTRACT. YOU FURTHER AGREE THAT IT (AND ANY SUBSEQUENT MODIFICATION OF IT) AND THE TERMS AND CONDITIONS POSTED ON THE WEBSITE ARE THE COMPLETE CONTRACT BETWEEN YOU AND RevoStock.com, AND THAT SAME SUPERSEDES ANY PRIOR CONTRACT.

If You have questions regarding this Contract, please contact us at support@RevoStock.com or via the phone number on our Contact Page.

© RevoStock.com 2006. All rights reserved.