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Content Provider Agreement

This Agreement is hereby entered into between Visual Renaissance, Inc., with an address at 86 Ellery Street, Cambridge, MA 02138, ("Distributor") and any individual ("Owner") who electronically submits any item to Visual Renaissance Inc.

Owner is the holder of rights to a copywritable work of text, hypertext, music, multi-media work, or art ("Content"). Distributor owns and operates the means for the distribution of Content and wishes to offer users of computer networks access to the Content. In consideration of the above and the promises set forth below, Distributor and Owner hereby agree as follows:

1. License

(a) Basic Grant. Subject to the terms and conditions of this Agreement, Owner hereby grants Distributor a nonexclusive, worldwide right and license to copy, modify, distribute, transmit and provide access to the Content on computer networks, for use by Users of computer networks.
(b) Distributor has the right to reject any Content submitted for publication.
(c) Editing. Distributor has the right to edit the Content as deemed appropriate by Distributor for distribution on computer networks.
(d) Permitted Use. Distributor shall not distribute the Content other than to Users of computer networks, in their capacity as end users.
(e) Reservation of Rights. All rights and licenses to the Content not expressly granted herein are reserved entirely to the Owner.

2. Ownership
(a) Ownership by Owner. As between Distributor and Owner, all copyrights and other interests in the Content, in any and all forms, are exclusively owned by Owner.
(b) Distributor shall not infringe or violate any of Owner's rights in the Content.

3. Representations and Warranties
(a) Authority. Each party represents and warrants that it has the power and authority to enter into and perform this Agreement and to grant the rights granted herein.
(b) Non-Infringement. Owner warrants that the Content does not infringe any patent known to Owner, nor infringe or violate any copyright, trade secret or any other proprietary or other right of any third party.
(c) Libel. Owner warrants that the Content is not libelous. If Owner later learns that the Content is libelous, Owner will immediately inform the Distributor. Distributor retains the right to immediately remove the Content from its computers upon receiving notice from the Owner or a third party that the Content is libelous.
(d) Accuracy. Owner warrants that to the Owner's best knowledge any Content submitted as a news article is accurate. If Owner later learns that fact(s) contained within Content is (are) inaccurate, Owner will immediately inform the Distributor. Distributor retains the right to immediately remove the Content from its computers upon receiving notice from the Owner or a third party that any fact(s) contained within Content is (are) inaccurate.

4. Liability Limitations and Indemnification
(a) In no event shall Distributor's total liability exceed the amount received by it pursuant to this agreement.
(b) EACH PARTY ACKNOWLEDGES THAT THE FOREGOING WAIVER SERVES AS A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT.
5. Term and Termination
(a) Term The initial term of this Agreement shall be two years from the date Content was submitted to the Distributor. The Agreement shall renew automatically thereafter on a year to year basis for successive one year renewal terms, until and unless either party provides notice of non- renewal to the other party.
(b) Termination
(i) Either party may terminate this Agreement immediately upon notice.
(ii) Owner may terminate this Agreement at any time by submitting a written request to the Distributor. Distributor agrees to remove Content from its computers within ten (10) business days of receipt of written notice.

6. Other
(a) Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts beyond its control, such as acts of God, acts of war, terrorism, epidemics, power outages, fire, earthquakes and other disasters.
(b) Severability. If any of the provisions of this Agreement shall be held invalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected thereby.
(c) Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, excluding choice of law rules.
(d) Forum and Jurisdiction. Exclusive jurisdiction and venue for any and all actions or proceedings relating to this Agreement can be brought only in courts located within Middlesex County, Commonwealth of Massachusetts or binding arbitration at the option of the Distributor. The parties hereby consent to such jurisdiction, agree to such venue and in the event of arbitration, agree to be bound by the decision of arbitrator.
(e) Headings and HTML formatting codes. The headings and HTML formatting codes in this Agreement are intended solely for convenience and shall be given no effect in the construction or interpretation of this Agreement.
(f) Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement, and merges and supersedes all prior verbal understandings, promises, agreements, arrangements, and representations between the parties. It may be changed only by a writing signed by both parties.
(g) Waiver. The waiver by either party of a breach of any provision by the other party will not operate or be interpreted as a waiver of any other or subsequent breach caused by the other party.
(h) Successors. This Agreement shall be binding upon, and inure to the benefit of, successors in interest to and permitted assigns of, Distributor and Owner.

Distributor: Visual Renaissance, Inc.
By: Arun Malik
Title: President