This member agreement ("Agreement") forms a binding contract between TenLegs, LLC, a Delaware limited liability company, operating in New York ("TenLegs," "us," or "we"), and you, the individual who joins TenLegs as a member ("Member" or "you"). You enter into this Agreement with us by providing us requested information ("Registration Information") and completing your member registration. You cannot join TenLegs as a Member if you are not able to form legally binding contracts or do not agree to the terms of this Agreement.

Introduction

TenLegs offers a web–based service at uniform resource locator (URL) (the "Service"). The Service allows members to sell or purchase creative content, in the form of video, audio, images, text, and games, in digitized format ("Content"). In addition, Members may upload descriptive information for their Content, which may include parts of the Content itself (e.g., an audio clip or a photo thumbnail), or links to third-party websites, using fields provided by TenLegs ("Catalog Information").
The TenLegs Service allows each Member to create a profile and username using fields provided by TenLegs ("Profile Information"). Members may also post comments on Content, messages to other Members, and requests for creative collaborations ("Comments").
TenLegs may modify, add, or eliminate any features of the Service at any time. Additionally, TenLegs reserves the right, but does not intend, to terminate the Service at any time.
Joining TenLegs and uploading Content is free. We charge a service fee (the "Service Fee") only when a Member buys your Content at the price set by you. The service fee is set at a minimal 10% of the price set by you. Information pertaining to this fee is also mentioned in the FAQs.
As a Member of TenLegs, you agree to abide by the policies, guidelines, and other instructions promulgated by TenLegs from time to time. In accessing the TenLegs website, you agree to the Terms of Use, which form part of this Agreement.

Content

You may upload any Content, for which you hold copyright or have a valid license, in any format accepted by TenLegs. You represent and warrant that you hold copyright or a valid license to upload Content and license reproduction, distribution, performance, and display of the Content to us and other Members as envisioned for the TenLegs Service. You also represent and warrant that Catalog Information you provide along with Content is accurate and not misleading.
When you upload Content and Catalog Information, you grant us a non-exclusive, royalty-free license to exercise publicity and database rights, and the right to sublicense such rights, you have in the Content and Catalog Information. This will allow us to market your content in several forums and will not bind you to TenLegs exclusively. You may remove such Content from the Website at any time and the license granted above will automatically terminate.
TenLegs generally will not modify your Content or Catalog Information. However, you understand and agree that TenLegs may have to modify the format, size, or quality of your Content or Catalog Information in order to display your Content and Catalog Information on the TenLegs website.
TenLegs does not undertake any obligation to display your Content in any specific manner or to market your Content using any level of effort. TenLegs, in its sole discretion, may choose to feature certain Members or certain Content. Additionally, TenLegs, in its sole discretion, may provide lists featuring, for example, the latest Content uploaded, the best-selling Content, or the most discussed Content.
TenLegs reserves the right to remove any Content, Catalog Information, Profile Information, or Comments from the TenLegs website, at any time, with or without notice to you.

Purchase Transactions

A purchase transaction occurs between Members, and TenLegs is not a party to such transaction.
You agree to grant to any Member who pays the purchase price for your Content a perpetual, non-exclusive, and irrevocable license to reproduce, perform, and display such Content for the purchasing Member’s personal, non-commercial use. You agree to make your Content available for download for at least 15 days after purchase by a Member. In case you are purchasing Content from another Member, you must download the Content to a computer or device of your choosing within 15 days of purchase.
You understand and agree that TenLegs cannot and does not accept responsibility for the use of Content after it has been purchased and downloaded by a Member. You agree to indemnify and hold TenLegs harmless for any matter related to the use of your Content by another Member.

Fees

You authorize TenLegs to receive and hold payment on every purchase transaction on your behalf. You further authorize TenLegs to deduct from your payment any bank charges, processing fees, and the TenLegs Service Fee. You are responsible for paying all transaction charges and applicable taxes associated with your sale of Content through the Service. If TenLegs cancels or reverses any purchase transaction, TenLegs may withhold payment to you. Or, if TenLegs has released payment to you, you agree to refund the full purchase price to TenLegs.
In order to sell Content, you must have a PayPal account (subject to your separate agreement with PayPal, Inc.). TenLegs will remit payments to you on a monthly basis, by crediting your PayPal account, unless the amount owed to you is less than $5.00.

Prohibited Uses

While using the Service, you shall not:

• Post any Content, Catalog Information, or Comments that are pornographic, defamatory, libelous, harassing; or unlawful;
• Violate any laws;
• Violate any intellectual property, publicity, or other rights of any third party;
• Violate our policies, guidelines, or instructions;
• Provide false Registration Information;
• Transfer your TenLegs membership or username to another party;
• Use our Services if you are under the age of 13;
• Use our Services if your membership is temporarily or indefinitely suspended;
• Fail to make Content purchased from you available for at least 30 days after each purchase;
• Fail to deliver payment for Content purchased by you;
• Manipulate the price of any Content or interfere with another Member’s listings;
• Circumvent or manipulate our Service Fees structure, the billing process, or fees owed to TenLegs;
• Post false, inaccurate, misleading information (including Profile Information);
• Re–post Content, Catalog Information, Profile Information or Comments that we have removed;
• Take any action that may undermine a feedback or ratings system;
• Distribute or post spam, chain letters, or pyramid schemes;
• Distribute viruses or any other technologies that may harm TenLegs, or the interests or property of TenLegs Members;
• Harvest or otherwise collect information about Members, including email addresses, without their consent;
• Use any robot, spider, scraper or other automated means to access the TenLegs website, or bypass robot exclusion headers or other measures used to restrict access to the TenLegs website;
• Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• Copy, reproduce, modify, create derivative works from, distribute, or publicly display any material from the TenLegs website (other than material posted by you) without the prior expressed written permission of TenLegs and/or the appropriate third party, as applicable; or
• Interfere or attempt to interfere with the proper working of the Service or any activities conducted on the TenLegs website.

Intellectual Property and Publicity Rights

TenLegs respects the intellectual property, publicity, and other rights of Members and third parties. Respect for these rights is what enables our Members to benefit from their creative work. TenLegs, in appropriate circumstances, may suspend and/or terminate the accounts of Members who infringe or repeatedly infringe the copyrights, publicity, or other intellectual property rights of others. If you believe that your rights have been violated, please notify our Copyright Agent as described in our Copyright Policy, which is part of this Agreement.

Privacy

We may collect and use information about you as described in the TenLegs Privacy Policy, which is part of this Agreement.

Liability

You will not hold TenLegs responsible for other Members’ actions or inactions. You acknowledge that the TenLegs Service merely provides a virtual venue for anyone to offer, sell, and buy just about any kind 3 of digital content, at anytime, from anywhere. TenLegs is not involved in the actual transaction between buyers and sellers. TenLegs has no control over and cannot guarantee the quality, legality, or safety of Content provided by Members, the right of a Member to license Content, or the truth or accuracy of Catalog Information and Profile Information.
TenLegs tries to provide secure access by investing security technologies, but does not guarantee continuous or secure access to the Services. Numerous factors outside of TenLegs’s control may interfere with operation of Service. Accordingly, to the extent legally permitted, we disclaim all implied warranties. TenLegs is not liable for any loss of money, loss of information (including your Content), goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of the Service. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if TenLegs is found to be liable, our liability to you or to any third party is limited to the greater of: (a) the total Service Fees you paid to us in the six months prior to the action giving rise to the liability; or (b) $100.

Release

If you have a dispute with any Member, you release TenLegs and our affiliates (and our officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind, known and unknown, arising out of such dispute.

Indemnity

You will indemnify and hold TenLegs and our affiliates (and our officers, directors, agents, and employees) harmless from any claims and costs, including reasonable attorneys’ fees, arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

Dispute Resolution

If you have a complaint regarding our Services, we encourage you to contact our Customer Support center for prompt, cost-effective resolution of your complaint before pursuing dispute resolution procedures. You and TenLegs agree to resolve any claim or controversy at law or equity that arises out of this Agreement or the Services (a "Claim") in accordance with one of the paragraphs below or as we and you otherwise agree in writing.
Forum for Disputes – You and we agree that this Agreement is entered into and is performed entirely within the State of New York. You agree that any Claim you may have against TenLegs must be resolved by a state or federal court located in New York County, New York. You agree to submit to the personal jurisdiction of the courts located within New York County, New York for the purpose of litigating any Claim. To the extent legally permitted, each party waives any right to trial by jury for any Claim.
Arbitration Option - For any Claim (excluding a Claim 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 submit the Claim to binding, non-appearance-based 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 arbitration must be conducted by telephone or online, 4 and/or written submissions, the specific manner to be chosen by the party initiating the arbitration; (b) the arbitration must not involve personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Improperly Filed Claims – You and we agree that any Claim filed or brought contrary to this Disputes Resolution section will be considered improperly filed. Should you file a claim contrary to this Disputes Resolution section, TenLegs may recover attorneys’ fees and costs from you to have the Claim dismissed, provided that TenLegs has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

Amendment

TenLegs reserves the right to amend the terms of this Agreement (including the policies referred to in the Agreement), with or without notice to you. Any changes will take effect 30 days, or such lesser time notified to you, after being posted to the TenLegs website. Your continued use of the Service will be acceptance of this Agreement as amended. This Agreement may not be otherwise amended except in writing signed by you and us.

Termination

This Agreement remains in effect as long as you are a member of TenLegs. You may notify us at any time to cancel your membership, which we will do within 15 days. TenLegs may cancel your membership at any time, with or without notice to you. Any obligations of either us or you that accrued during the period of your membership, and any licenses granted by you to TenLegs or to Members, survive termination of this Agreement. Furthermore, the provisions of the Agreement entitled "Fees," "Release," "Liability," "Indemnity," and "Dispute Resolution" will continue to apply after termination.

Miscellaneous

TenLegs is headquartered in New York city and you can send snail mail at:
TenLegs LLC
P.O. Box 6833
New York, NY 10150

Except as legally required, legal notices must be served on TenLegs at this address. You agree to accept legal notices at the email address you provide in your Registration Information. Notice will be effective 24 hours after email is sent. Alternatively, we may give you legal notice by mail to the address included in your Registration Information. In such case, notice will be effective three days after the date of mailing.

If a court of competent jurisdiction holds any provision of this Agreement to be invalid or unenforceable, such provision will be deemed to be struck from the Agreement and the remaining provisions will remain in full force. In our sole discretion, we may assign this Agreement. Section headings are for reference only and do not limit or expand the scope of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against any or all breaches of this Agreement. No employment, agency, partnership, or joint venture, is intended or created by this Agreement.

The laws of the State of New York govern all matters arising out of this Agreement, without regard to conflict of law principles.

This "Member Agreement" sets forth the entire Agreement between us with respect to the TenLegs Service.