Releases and Licenses

LICENSES AND SITE ACCESS

Access and Interference

All Users must access Secure Areas through browsers employing an encryption level of at least one hundred twenty eight (128) bits. You understand and agree to immediately stop using or accessing Secure Areas if your browser does not support such a level of encryption. If your browser does not allow such encryption then you may be blocked from using the Site. The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not:

(a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

(b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of MOVINGOOD and the appropriate third party, as applicable;

(c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site;

(d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;

(e) transmit spam, chain letters, or other unsolicited communications;

(f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;

(g) upload invalid data, viruses, worms, or other software agents through or to the Site;

(h) collect or harvest any personally identifiable information, including account names, from the Site; or

(i) access any content on the Service through any technology or means other than those provided or authorized by the Service.

Accessing the audiovisual content available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.

User Content

Some areas of the Site may allow Users to post feedback, comments, questions, and other information (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) through the Site, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that whether or not such User Content is published, MOVINGOOD does not guarantee any confidentiality with respect to any User Content. You agree not to post User Content that:

(i)    may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;

(ii)    may create a risk of any other loss or damage to any person or property;

(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(iv)   may constitute or contribute to a crime or tort;

(v)    contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;

(vi)   contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(vii)   contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or

(viii)   contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. To the extent that your User Content contains music, images or video, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below.

MOVINGOOD reserves the right, but is not obligated, to reject and/or remove any User Content that MOVINGOOD believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other

rights organization. MOVINGOOD takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post,

transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. MOVINGOOD is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that MOVINGOOD shall not be liable for any damages you allege to incur as a result of such User Content. Furthermore, MOVINGOOD has no editorial control over User Content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. MOVINGOOD does not confirm or verify whether a Provider has the expertise, or is qualified or licensed to provide the Provider Services or advice being requested.

User License to MOVINGOOD

You retain all your ownership rights in your User Content. By posting any User Content on the Site, you expressly grant, and you represent and warrant that you have a right to grant, to MOVINGOOD a royalty-free, sub licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and

make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and MOVINGOOD’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works

thereof) in any media formats and through any media channels. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Site. You understand and agree, however, that MOVINGOOD may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Site does not provide you a means to delete or remove are perpetual and irrevocable. You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Idea, you agree that

your disclosure is gratuitous, unsolicited and without restriction and will not place MOVINGOOD under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, MOVINGOOD does not waive any rights to use similar or related ideas previously known to MOVINGOOD, or developed by its employees, or obtained from sources other than you.

Additional User Representations and Warranties

You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:

a. You are at least 18 years of age or a legal entity and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

b. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

c. Your User Content and MOVINGOOD’s use thereof as contemplated by this Agreement and the Site will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.

d. MOVINGOOD may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

MOVINGOOD License to User

Subject to and conditioned on compliance with this Agreement, MOVINGOOD grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Site Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare  derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of MOVINGOOD or the rights holder. You must not use any content of this Site on any other Web site or in a  networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any  commercial purpose that is not expressly permitted by MOVINGOOD. MOVINGOOD and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. The MOVINGOOD logo and name are trademarks of MOVINGOOD, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated above, nothing in this Agreement confers any license under any of MOVINGOOD's or any third party's Intellectual Property Rights, whether by estoppels, implication or otherwise.

RESOLUTION OF DISPUTES BETWEEN MEMBER AND MOVINGOOD

If a dispute arises between you and MOVINGOOD, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you and MOVINGOOD agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the MOVINGOOD Services (a “Claim”) in accordance with this section entitled “Resolution of Disputes Between Member and MOVINGOOD.” Before resorting to these alternatives, you agree to first contact MOVINGOOD directly to seek dispute assistance here.

Law and Forum for Disputes

This Agreement is governed in all respects by the laws of the State of New York without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against MOVINGOOD must be resolved by a court located in Richmond County, New York, or as described in the Arbitration Option paragraph below. You hereby submit to the exclusive personal jurisdiction of the courts located within Richmond County, New York, for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site must be commenced within 30 days after it arises, or the cause of action is barred.

Arbitration Option

For any claim arising between you and MOVINGOOD (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution (“ADR”)

provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules:

(a) the ADR provider will specify whether the arbitration will be conducted by telephone, online, or solely based on written submissions;

(b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and

(c) if an arbitrator renders an award the party receiving the award has the right to enter any judgment on the award in any court of competent jurisdiction.

Improperly Filed Claims

Should you file a claim contrary to this section entitled “Resolution of Disputes Between Member and MOVINGOOD,” MOVINGOOD will be entitled to recover attorneys’ fees and costs up to $5,000, provided that MOVINGOOD has notified you in accordance with this Agreement of the improperly filed claim, and you have failed to promptly withdraw the claim.

TERM; TERMINATION AND SUSPENSION

This Agreement shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account is terminated by MOVINGOOD or you as provided for under the terms of this Section. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by this Agreement at any time upon notice to the other party. In such event, your Account is automatically terminated and:

(i)   MOVINGOOD shall continue to perform those MOVINGOOD Services necessary to complete any open transaction between you and another Member.

(ii)  You shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to MOVINGOOD for any Site Services and to any Providers for any Provider Services.

(iii) To obtain a refund of any account balance or any other fees an email containing the request be must be sent to Customer Support for consideration.

Without limiting MOVINGOOD's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all Site Services to you if:

(a) you breach the letter or spirit of any terms and conditions of this Agreement or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site or linked here;

(b) we suspect or become aware that you have provided false or misleading information to us; or

(c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for MOVINGOOD or are contrary to the interests of the Site or the MOVINGOOD user community.

Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. Without limiting MOVINGOOD's other remedies, to the extent you engage in actions or activities which circumvent the MOVINGOOD Site or otherwise reduce fees owed MOVINGOOD under this Agreement, you must pay MOVINGOOD for all fees owed to MOVINGOOD and reimburse MOVINGOOD for all losses and costs (including any and all MOVINGOOD employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees. MOVINGOOD reserves the right to terminate any User access, Account, or Job for any reason or no reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you

if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification. When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and

proposals. The sections entitled “RELATIONSHIP BETWEEN CUSTOMERS AND PROVIDERS,” “RELATIONSHIP WITH MOVINGOOD,” “MOVINGOOD FEES,” “PERIOD OF EXCLUSIVITY,” “THIRD-PARTY CONTENT,” “LICENSES AND SITE ACCESS,” “RESOLUTION OF DISPUTES BETWEEN MEMBER AND MOVINGOOD,” “TERM; TERMINATION AND SUSPENSION,” “DISCLAIMERS, LIMITATIONS AND EXCLUSIONS,” “NOTICES AND COMMUNICATIONS,” “MISCELLANEOUS,” “CERTAIN DEFINED TERMS,” and the Site Policies entitled “Billing and Payment Service Policy,” and “Dispute Resolution Process,” will all survive termination of the contractual agreement between us.

Notification of MOVINGOOD Members

You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: IF MOVINGOOD SUSPENDS OR TERMINATES YOUR ACCOUNT OR JOB, MOVINGOOD HAS THE RIGHT BUT NOT THE OBLIGATION TO

(1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS, AND

(2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

DISCLOSURES

MOVINGOOD, located in New York, New York, is the provider of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in New York may be contacted in writing at MOVINGOOD INC., P.O. BOX 514, TANNERSVILLE, PA 18372 or by calling the following number: 1-888-802-9379. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact MOVINGOOD to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact us at Customer Support.

DISCLAIMERS, LIMITATIONS AND EXCLUSIONS

Data

You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on MOVINGOOD's part to store, backup, retain, or grant access to any information or data for any period. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.

WARRANTY DISCLAIMER

THE SITE SERVICES PROVIDED BY MOVINGOOD OR ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF

MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED   WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY IN NO EVENT SHALL WE OR OUR LICENSORS OR OUR THIRD-PARTY SERVICE  ROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL,

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SITE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER

THEORY OF LIABILITY, EXCEED THE GREATER OF:

(A) $100, OR

(B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SITE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

RELEASE

If you have a dispute with another Member, you release MOVINGOOD (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

Example:

YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

INDEMNITY

You agree to defend, hold harmless and indemnify MOVINGOOD from and against any and all losses, costs, expenses, damages or other liabilities incurred by MOVINGOOD from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against MOVINGOOD:

(a) in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or

(b) resulting from:

(i) your use of the Site;

(ii) your decision to supply credit information via the Site, including personal financial information;

(iii) your decision to submit postings and accept offers from other Members;

(iv) any breach of contract or other claims made by Members with which you conducted business through the Site;

(v) your breach of any provision of this Agreement;

(vi) any liability arising from the tax treatment of payments or any portion thereof;

(vii) any negligent or intentional wrongdoing by any Member;

(viii) any act or omission of yours with respect to the payment of fees to any Provider;

(ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Provider.

Any such indemnification shall be conditioned on our:

(a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof;

(b) cooperating with you in the defense or settlement thereof; and

(c) allowing you to control such defense or settlement.

We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

DMCA NOTICE

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Site, please notify MOVINGOOD’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work that you claim has been infringed;

3. Identification of the material that is claimed to be infringing and where it is located on the Service;

4. Information reasonably sufficient to permit MOVINGOOD to contact you, such as your address, telephone number, and, e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn:     DMCA Notice