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.
You affirm that you are either at least 18 years old, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into this Agreement, and to abide by its terms. In any case, you affirm that you are over at least 13 years old, as the Tenlegs Service is not intended for children under 13.
Tenlegs offers a web-based service at uniform resource locator (URL) <www.tenlegs.com> and <www.10legs.com> (the "Service"). The Service allows members to sell or rent to others, purchase or rent, and develop and share creative content, in the form of video, audio, images, text, and games, in digitized format ("Content"). 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"). Members may also collaborate on creative projects ("Projects") using tools available as part of the Service. Finally, Members may participate in opportunities to create commissioned creative content ("Gigs") that are administered as part of the Tenlegs Service and for which the selected Member(s) may be paid.
You may become a Tenlegs Member through a school, community or art organization, or other organization that collaborates with Tenlegs ("Partner Network"). In such cases, the Service will be hosted by Tenlegs and may be offered through the Tenlegs website or the Partner Network's website.
The Tenlegs Service allows each Member to create a profile, using fields provided by Tenlegs, comprised of a Username and a Member's First & Last Name ("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 and using Tenlegs is free. We charge a service fee (the "Service Fee") only when a Member buys your Content in the Tenlegs Marketplace, at the price set by you. We may change the Service Fee or the structure of the Service Fee or add additional fees from time to time, with or without notice to you. In order to receive payment for Content you sell or rent to others in the Tenlegs Marketplace, you must have and maintain a valid PayPal® account (subject to your separate agreement with PayPal, Inc.).
You may upload any Content, for which you hold copyright or have a valid license, in any format accepted by Tenlegs, subject to data storage and other capacity limits as from time-to-time implemented 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.
Tenlegs does not claim ownership rights to your Content. You retain ownership of the Content uploaded by you. However, for the purpose of enabling us to provide you the Service, when you upload Content and Catalog Information, you grant to Tenlegs a non-exclusive, worldwide, perpetual, royalty-free license to exercise all copyright, trademark, publicity, moral, and database rights, and the right to sublicense such rights (through multiple tiers), to reproduce, distribute, perform, and display the Content, in any media now or in the future, as envisioned for the Tenlegs Service, including for promoting the Tenlegs Service or your Content. If you terminate your membership, we will not make any further distribution, performance, or display of your Content, except as otherwise provided in this Agreement.
Tenlegs generally will not modify your Content or Catalog Information. However, you understand and agree that Tenlegs may 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 or to promote the Tenlegs Service or your Content.
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 does not accept responsibility for loss of your Content from our servers or database, including Project files. You are responsible for maintaining and protecting your Content.
Tenlegs reserves the right, but does not intend, to remove any Content, Project files, Catalog Information, Profile Information, or Comments from the Tenlegs website, at any time, with or without notice to you.
Purchase and Rental of Content
You agree to grant to any Member who pays the purchase price set by you 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. If you are purchasing Content from another Member, you can stream the Content on a computer or device of your choosing for 5 days. You may also download the content to a computer or device of your choosing, up to two times, within 5 days of purchase. The Member whose Content you have purchased choose to remove such Content from the Tenlegs site at any time and after the 5-day download/streaming period. Tenlegs cannot make available Content you purchase if the selling Member has chosen to remove it.
You agree to grant to any Member who pays the rental price set by you for your Content a limited, non-exclusive, and irrevocable license to perform and display (in a streaming format) such Content for the renting Member's personal, non-commercial use for a period of 5 days. If you are renting Content form another Member, you must view the Content from a compatible device of your choosing within 5 days of rental.
The Tenlegs Service includes a variety of tools that allow Members to collaborate on creative Projects. Inviting other Members to collaborate on a Project will allow the invited Members to download and upload the Project file(s). It is the expectation that Members share and upload all changes made to the Project file(s). If a Project is designated as "public," it will be viewable publicly and other Members may post Comments and download the Project file(s). however, only invited Project Members will be able to upload Project file(s). Tenlegs hopes that completed Projects are ultimately made available for purchase or rental, but making your Projects available for purchase or rental is not required.
Creative activities are governed by copyright and other intellectual property laws. You are expected to respect and acknowledge other Members' intellectual property rights in Projects. However, Tenlegs cannot and does not accept responsibility for monitoring or enforcing Members' rights in Projects.
The Tenlegs Service includes fee-free access to Gigs that are posted on the Tenlegs website from time to time. These Gigs are originated by individuals or organizations ("Client") who approach Tenlegs for the purpose of finding an appropriate Member to complete a piece of creative commissioned work. Each Gig will have specific requirements and terms and conditions. Tenlegs administers and curates the submission and selection process.
Any Member, aged 18 and older, may submit a proposal for a Gig via the Tenlegs website. A Member may only submit one proposal for any given Gig and must follow the deadlines and specifications provided for each Gig description.
By submitting a proposal, Members further acknowledge that Tenlegs or the Client may use any general ideas, concepts, know-how, or techniques reflected in the submitted proposal, even if the Member is not ultimately selected for the Gig.
A Member who is selected for the Gig will be required to enter into a separate agreement with the relevant Client, which will include terms related to ownership of the final content and deliverables, as well as payment terms. If the selected Member is not willing to sign such an agreement, he or she will be disqualified and another Member may be selected Tenlegs is not a party to such agreement, and Members agree not to hold Tenlegs responsible for a Client's actions or inactions. By submitting a proposal for a Gig, Members agree, if selected, to upload and post the final deliverable for that Gig to Tenlegs.com, as a work sample in their Tenlegs portfolio. Members further agree, if selected, to assign credit to Tenlegs as a co-producer or co-creator of the final deliverable anytime the final deliverable is displayed publicly on the internet or any other offline forum, and to list the tenlegs.com URL.
The Client or Tenlegs will have the sole and absolute discretion to determine whether any submission for any Gig is eligible or to disqualify, modify, cancel or suspend any Gig. Further, selection decisions by the Client shall be final and binding in all respects.
Third Party Services
The Tenlegs Service interacts with certain third party services and includes features provided by third parties. For example, you may "like" or recommend Content or pages of the Tenlegs site to your Facebook® profile or "tweet" a link to Content or pages of the Tenlegs site to your Twitter® account. Third party services may be subject to your separate agreements with the providers of such services. Tenlegs cannot and does not accept responsibility for any third party service. You agree to indemnify and hold Tenlegs harmless for any matter related to third party services.
Fees for Tenlegs Marketplace
You authorize Tenlegs to receive and hold payment on every purchase transaction on your behalf. You further authorize Tenlegs to deduct from your payment the Tenlegs Service Fee. The Service Fee is currently 15% of the purchase or rental price paid by the buying Member. You are responsible for paying all 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.
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. In this situation, Tenlegs will hold your payment until your balance reaches $5.00 or more. At that time, Tenlegs will credit your PayPal account on its next upcoming payment cycle.
While using the Service, you shall not:
- Post any Content, Project files, 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 Member or any third party;
- Violate our policies, guidelines, or instructions;
- Provide false Registration Information;
- Transfer your Tenlegs membership or username to another party;
- Use our Service if you are under the age of 13;
- Use our Service if your membership is temporarily or indefinitely suspended;
- Fail to deliver payment for Content purchased or rented by you;
- Manipulate the price of any Content that is not your own or interfere with another Member's listings;
- Circumvent or manipulate our Service Fees, the billing process, or monies 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.
Tenlegs requests your help in keeping our Services working properly and safely. Please report problems, inappropriate content, and policy violations to us at firstname.lastname@example.org.
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.
You will not hold Tenlegs responsible for a Partner Network's or other Members' actions or inactions. You acknowledge that the Tenlegs Service merely provides a virtual venue for anyone to offer, sell, buy, rent, create or share just about any kind of digital content or services. 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 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 LESSER 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.
If you have a dispute with any Partner Network or Tenlegs 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.
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, use of the Service, or your violation of any law or the rights of a third party.
If you have concerns or disputes with another Member from whom you have purchased or rented Content or to whom you have sold or leased Content, Tenlegs encourages you to contact the other Member in a professional manner to resolve your concerns or dispute. If you are unable to resolve your dispute with another Member, you may contact our Customer Service Center at email@example.com for guidance. However, you acknowledge that Tenlegs cannot accept responsibility resolving disputes between and among Members. If you have a complaint regarding our Service, we encourage you to contact our Customer Service Center at firstname.lastname@example.org 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, 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.
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, so please check in often to ensure you are continually aware of the terms of this Agreement. 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.
This Agreement remains in effect as long as you are a member of Tenlegs. You may cancel your membership at any time by clicking on 'Cancel My Account' in the account settings section of your profile. 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.
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" (including the terms and policies referred to herein) sets forth the entire Agreement between us with respect to the Tenlegs Service.