ZILO NETWORKS, INC. TERMS FOR SUBMISSIONS

By submitting your text, audio, video or other creative materials ("Materials") to Zilo Networks, Inc. ("Zilo"), you are accepting all of the terms set forth below and agree to be bound by this Agreement.

I. Subsequent Revisions to Agreement

Zilo may periodically revise the terms of this Agreement by sending a notice to you at your email or mail address of record. Upon receipt of such notice, you will have fifteen (15) days to object ("Notice of Objection") to any change in this Agreement. If you do not object within fifteen (15) days by sending a Notice of Objection to feedback@zilo.com, then you agree to be bound by such revisions to this Agreement with respect to all Materials sent by you to Zilo including without limitation those Materials sent by you to Zilo prior to your receipt of Zilo's notice.

II. Non-Exclusive, World-Wide, Royalty Free Licenses

A. License. By submitting your Materials to Zilo you are granting Zilo, a Delaware corporation, its successors, assigns, and licensees ("Zilo"), a non-exclusive, world-wide, royalty free license ("License") to publicly display, publicly perform, distribute, and reproduce the Materials, including without limitation the further development of any concepts, stories, ideas or characters contained therein, via any broadcast, multicast or unicast distribution mechanism, including without limitation print, radio, broadcast and cable television, and the Internet (whether now existing or hereafter developed).

B. Promotional License. You are also giving Zilo a non-exclusive, world-wide, royalty free license ("Promotional License") to use excerpts ("Excerpts") of your Materials and biographical information for advertising or promotional purposes, including, without limitation, the right of public display, public performance, reproduction, and distribution on the Zilo as well as in other on and offline materials.

III. You Must Have The Right To Use All Of The Images And Music In Your Materials.
You warrant and represent ("Warranties and Representations") to Zilo the following:

A. Unrestricted Right To Grant. You have the legal right and authority to grant the License and Promotional License to Zilo. If you are under the age of eighteen (18), you must have your parent or legal guardian submit your Materials on your behalf.

B. No Infringement. The rights granted to Zilo under this Agreement, including the public display, public performance, distribution, and reproduction of your Materials on the Zilo, will not violate or infringe upon the copyright, literary, privacy, publicity, trademark, service mark or any other personal or property right of any person or entity and that your Materials will not constitute a libel or defamation of any third party.

C. Discharge/Payment of Obligations. All of the following have been discharged or paid or will be discharged or paid by you or persons other than Zilo:

1. Copyright. All claims and rights of the copyright holders, if any, in literary, dramatic, musical or other material, including stories, plays, scripts, scenarios, themes, incidents, plots, characteristics, dialogue, music, words appearing, used or recorded in your Materials.

2. Contracts. All obligations, of any kind, including, without limitation, those with artists and personnel, relating to purchases, licenses, laboratory contracts, distribution, exhibition, performance or exploitation of your Materials.

3. Guild/Union/Performing Rights Society-Participation Payments. Any payments required to be made to any performing rights society or to any body or group representing authors, composers, musicians, artists, and other participants in the production of your Materials, publishers or other persons having legal or contractual rights of any kind to participate in the receipts of your Materials or to payments of any kind as a result of the distribution or exhibition of your Materials and any taxes thereon or on the payment thereof.

D. No Pornographic Or Illegal Material. The content of your Materials must not be obscene, pornographic, invade privacy rights, exploit the images of individuals under the age of eighteen (18), or in any other way violate applicable laws and regulations.

E. Terms of Use Agreement. You have read and agree to abide by the terms herein as well as Zilo's TERMS OF USE AGREEMENT as posted on Zilo.com.

F. Indemnity. You agree to indemnify and hold harmless Zilo, its parent and subsidiary companies, their respective officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach by you of this Agreement, including a breach of any Warranties and Representations made by you in this Agreement.

IV. The Display Of your Materials On The Zilo Is Subject To The Discretion Of Zilo Zilo is under no obligation to display, perform, reproduce, or distribute your Materials and may remove your Materials from the Zilo at anytime without notice. Zilo reserves the right to modify, add to, edit or delete some or all of the Materials at anytime without notice.

V. Disclaimer & Limitation Of Liability.

ZILO SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR CONNECTED WITH THE SUBJECT MATTER OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ZILO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD EXTEND BEYOND THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.

You acknowledge that you have not relied on any statement, representation or promise of Zilo except as expressly stated in this Agreement.

VI. Miscellaneous

A. Physical Media. Materials submitted to Zilo on physical media, such videotape or diskette, will not be returned and will become the property of Zilo and may be discarded without notice.

B. Choice of Law and Forum. This Agreement, its interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the State of New York applicable to contracts entered into and wholly to be performed within said state. You hereby consent to the personal jurisdiction of the State of New York, acknowledge that venue is proper in any state or Federal court in the State of New York, agree that any action related to this Agreement must be brought in a state or Federal court in the State of New York, and waive any objection you may have in the future with respect to any of the foregoing. Notwithstanding the foregoing, Zilo reserves the right to commence an action in your home state in regards to this Agreement

C. Severability. If any provision of this Agreement, or application thereof, shall be held invalid by a court of competent jurisdiction, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

D. Use of "You" or "Your". The words "you" or "your" shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns.

E. Printed Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

F. Waiver. Any waiver of any provision of this Agreement must be in writing and signed by an authorized representative of Zilo.

G. Reservation of Rights. All right, title and interest not expressly granted by Zilo are expressly reserved by Zilo.