Instablogs operates an online content marketplace (the "Instablogs Marketplace") through its web site with a home page located at http://marketplace.instablogs.com/ (the "Instablogs Site") and/or other affiliated and cobranded websites. The Instablogs Marketplace is designed to enable participants to license text, photographs, graphics, audio files, video files and other content (collectively, "Content") for publication by other participants. Instablogs may, in its discretion, permit Member to obtain licenses of Content from third parties and/or grant licenses of Content to third parties in the Instablogs Marketplace.

Content can be offered in the Instablogs Marketplace under two principal licensing and payment models:

(a)   the "Standard License Fee Models," under which the licensee pays a one-time license fee; and

(b)   the "Ad-Supported Model," under which the licensee agrees to display the content on Instablogs.com in regard to revenue generated through advertising served by Instablogs. The Instablogs will take the 50 percent of revenue generated as for the services provided.

Member will ensure that all information of Member contained in Member's user profile on the Instablogs Marketplace will be accurate and complete at all times. Such information will be subject to the Instablogs Privacy Policy.

All usernames assigned to Member ("Usernames"), and all passwords associated with such usernames ("Passwords"), are for use only by Member's employees and other agents.

(a)   Member will be fully responsible for maintaining the confidentiality of its Usernames and Passwords. Member will not disclose any of its Usernames or Passwords to any persons other than its employees and other agents. If Member learns or otherwise suspects that the Password for any of its Usernames has been disclosed to any individual who is not an employee or other agent of Member, Member will promptly change such Password and immediately notify Instablogs at info@Instablogs.com

(b)  Member will be fully responsible for any and all activities (including, without limitation, downloading and obtaining licenses of Content, and uploading and offering licenses of Content) conducted by any persons using any of its Usernames. Without limiting the foregoing, Member will be liable for payment for all Third Party Content downloaded or licensed by any persons using any of its Usernames, with or without Member's permission or knowledge.

Instablogs may display Member's logo in the Instablogs Marketplace, on the Instablogs Site, and on Instablogs' marketing materials, to identify Member as a user of the Instablogs Marketplace.

Instablogs grants to Member a limited, revocable, non-exclusive, non-transferable license to preview, solely within the Instablogs Marketplace, Content that is being offered by other persons (each such other person, a "Licensor") in the Instablogs Marketplace (such Content, "Third Party Content"), to the extent Member is given access to such Content.

Each Content item obtained by Member (including, without limitation, each Content item linked to or otherwise contained in any Widget) will be governed by the Republication Agreement with respect to such item of Content. The terms of each Republication Agreement will be Instablogs' Standard Republication Terms and Conditions in effect at the time Member enters into such Republication Agreement. Current versions of Instablogs' Standard Republication Terms and Conditions can be found at www.instablogs.com/republicationterms.php Instablogs will notify Member of any revisions made to such terms in an email to Member's administrative user at least seven (7) days prior to such revisions becoming effective.

Third Party Content may be protected by the copyright, trademark and other laws of the India and other countries. Member will not, and will have no right to, download, reproduce, display, transmit, distribute, modify, create derivative works of, or otherwise use or exploit any item of Third Party Content other than pursuant to a Republication Agreement between Member and the applicable Licensor. Member acknowledges and agrees that each item of Third Party Content (and all copyright and other intellectual property rights therein) will remain the property of the applicable Licensor. In addition, Member will not, and will have no right to, modify any electronic materials or other deliverables that Instablogs transmits or otherwise delivers to Member in connection with any Third Party Content, including, without limitation, any code contained in such materials or other deliverables.

For each item of Third Party Content for which Member obtains a license, Member will pay Instablogs the amounts set forth for such item in the checkout screen displayed in the Instablogs Marketplace when Member obtains such license, together with any applicable taxes. If Instablogs has extended credit terms to Member, Member will pay such amounts in accordance with such credit terms. Member will ensure that all information provided by Member in connection with any such purchase will be accurate and complete. Instablogs reserves the right to reject any purchase for any reason or no reason. Credit card information supplied by Member will be subject to the Instablogs Privacy Policy available at www.Instablogs.com/privacypolicy.php

Content that is made available by Member on the Instablogs Marketplace is hereinafter referred to as "Member Content." Member will ensure that all Member Content complies with Instablogs' content policies in effect from time to time as posted at www.Instablogs.com/contentpolicies.php (or a successor address that Instablogs identifies to Member). Either Member or Instablogs may remove any Member Content from the Instablogs Marketplace at any time. Instablogs will have no obligation to include any Member Content (or any portion thereof) on the Instablogs Marketplace and will not be liable for any failure to display, sublicense or otherwise make available any Member Content (or any portion thereof). If Member becomes aware of any potential claim in connection with any Member Content, Member will provide prompt written notice of such potential claim to Instablogs. Instablogs will notify Member of any revisions made to such terms in an email to Member's administrative user at least seven (7) days prior to such revisions becoming effective.

Member hereby grants to Instablogs a nonexclusive, worldwide license to:

(a)   convert the Member Content to XML, HTML or other format, and otherwise modify the Member Content for formatting purposes;

(b)   insert advertising and other promotion materials into Member Content (if any) for which the Ad-Supported Model is selected by Member;

(c)   reproduce, distribute, and display (publicly or otherwise) on the Instablogs Marketplace the Member Content (or any portion thereof);

(d)   allow users of the Instablogs Marketplace to access and preview the Member Content;

(e)   distribute the Member Content, using any technology now known or hereafter developed, to third parties that have entered into Republication Agreements (each such third party, a "Permitted Republisher"); and

(f)   copy the Member Content for indexing, archival, and backup purposes, provided that all proprietary rights notices are reproduced in such copies.

Except for the rights and licenses granted hereunder, as between Member and Instablogs, Member retains all right, title and interest in and to the Member Content. Member represents and warrants that it has the right and authority to grant to Instablogs the rights and licenses granted hereunder with respect to the Member Content. Member will indemnify, defend and hold harmless Instablogs, Permitted Republishers, and its and their officers, directors, employees, affiliates, subsidiaries, agents, successors and assigns from and against any liability, claim, suit, proceeding, demand or action and any damages, losses, costs, expenses or settlement fees incurred in connection therewith (including reasonable attorneys' fees and costs) arising out of or relating to (a) any claim that any Member Content, or use or distribution thereof in accordance with this Agreement, infringes, misappropriates or violates any copyright, trademark, trade secret, privacy, publicity or other intellectual property or proprietary right of any person or entity, or (b) any claim of libel, defamation, fraud, misrepresentation or other similar claim in connection with any Member Content.

Instablogs may use Member's and Member publications' logos, brands, and content excerpts in Instablogs marketing and promotional materials (including, without limitation, Instablogs' website(s)) and in the Instablogs Marketplace. Promptly upon Instablogs' request, the parties shall issue a mutually agreeable joint press release describing the relationship between the parties under this Agreement. Member shall direct third parties interested in republishing Member Content to the Instablogs Marketplace by including a Instablogs Link on the Member's primary web site (as registered by Member with Instablogs) at a location thereon that is mutually agreed upon (such agreement not to be unreasonably withheld or delayed). "Instablogs Link" means a graphic provided by Instablogs that contains a Instablogs trademark and is linked to the home page (or other page designated by Instablogs) of the Instablogs Site.

With respect to each item of Member Content distributed by Instablogs to a Permitted Republisher, Instablogs will be entitled to a commission ("Instablogs Commission") equal to either:

(a)   thirty percent (30%) of the License Fees for such item of Member Content.

(b)   the portion of Ad Revenues not payable by Instablogs to Member and the Permitted Republisher, if such item of Member Content distributed under the Ad-Supported Model.

Member will not, and will have no right to:

(a)   restrict or inhibit any other authorized third party from using the Instablogs Marketplace or Instablogs Site;

(b)   "hack" any computers, servers or other systems, or reverse engineer, decompile, disassemble, or otherwise attempt to gain access to, any software, HTML or other code, that are used by Instablogs or any of its suppliers in connection with the operation of the Instablogs Marketplace or Instablogs Site;

(c)   provide access to, or otherwise make available, the Instablogs Marketplace or Instablogs Site, or any page thereof, to any third parties;

(d)   "frame" or "mirror" any portion of the Instablogs Marketplace or Instablogs Site;

(e)   link to any page of the Instablogs Marketplace or the Instablogs Site, other than the home page of the Instablogs Site;

(f)   harvest or otherwise collect any information about any other members, visitors, users or participants of the Instablogs Marketplace or the Instablogs Site;

(g)   use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or reproduce or circumvent the navigational structure or presentation of the Instablogs Marketplace or Instablogs Site; or

(h)   disclose to any third parties any features or functionality of the Instablogs Marketplace or Instablogs Site that have not been publicly disclosed by Instablogs.

Member will comply with all applicable laws in connection with its use of the Instablogs Marketplace and any reproduction, display, transmission, distribution, modification, creation of derivative works of, or other use or exploitation of any Content.

Either Member or Instablogs may terminate this Agreement, together with Member's membership and participation in and access to the Instablogs Marketplace, at any time for no reason. The rights and obligations of Member and Instablogs under Sections 5(b), 8, 9, 11, 12, 17-19 (to the extent payment obligations have accrued but have not been performed), 19, 21, 23, 24, 25, 27 and 28 of this Agreement will survive any such termination. Instablogs will have a reasonable period of time following any such termination to remove Member's logos, brands, and content from Instablogs' materials. Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party will be without prejudice to any other right or remedy of such party under this Agreement or applicable law.

Instablogs may, in its discretion and at any time, terminate, suspend or withhold Member's ability to obtain licenses of Content from third parties and/or grant licenses of Content to third parties in the Instablogs Marketplace.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INSTABLOGS AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE INSTABLOGS MARKETPLACE, INSTABLOGS SITE, CONTENT AND ALL OTHER ASPECTS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Without limiting the generality of the foregoing, none of Instablogs and its affiliates, and its and their licensors, suppliers, advertisers, sponsors and agents, makes any representations or warranties (a) that Member's use of the Instablogs Marketplace or the Instablogs Site will be uninterrupted, error-free or secure, or that defects will be corrected, or (b) regarding the amounts to be received by Member under this Agreement. Member assumes all responsibility and risk for Member's use of the Instablogs Marketplace, Instablogs Site and Content. No opinion, advice or statement of Instablogs or its affiliates will create any warranty.

Member will indemnify, defend and hold Instablogs and its affiliates, and its and their licensors, suppliers, advertisers, sponsors and agents, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly from (a) Member's breach of this Agreement or any Republication Agreement, or (b) any other acts or omissions of Member in connection with Member's use of the Instablogs Marketplace or Instablogs Site, or (c) any loss occurred due to the use of content bought from Instablogs Marketplace; the content buyer and content seller are responsible to each other and Instablogs has no role in that, except being just a platform.

Instablogs will have no liability or responsibility for the acts or omission of any other persons, including, without limitation, any Licensors or any other members or users of, or participants in, the Instablogs Marketplace. NONE OF INSTABLOGS AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS, WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, OR ANY DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS OR BUSINESS INTERRUPTION, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY WAY TO THE INSTABLOGS MARKETPLACE, INSTABLOGS SITE, CONTENT OR ANY OTHER ASPECT OF THIS AGREEMENT, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE SET FORTH IN ANY OTHER AGREEMENTS BETWEEN MEMBER AND INSTABLOGS, THE AGGREGATE LIABILITY OF INSTABLOGS AND ITS AFFILIATES TO MEMBER IN CONNECTION WITH THE INSTABLOGS MARKETPLACE AND THE INSTABLOGS SITE WILL NOT EXCEED THE GREATER OF (A) the sum of all Commissions collected by Instablogs (if any) for member content during the three-month period immediately preceding the first event giving rise to such liability AND (B) ONE HUNDRED U.S. DOLLARS (US$1,00). The foregoing limitation of liability and exclusion of certain damages will apply regardless of the failure of essential purpose of any remedies available to either party.

The Copyright Act provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under Indian copyright law. If Member believes in good faith that any materials or content hosted by Instablogs on the Instablogs Marketplace infringe Member's copyright, Members should contact Instablogs at the earliest at info@instablogs.com

This Agreement is governed by, and will be construed in accordance with the laws of State of Delhi, India without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of India.

If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. Member may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without Instablogs' prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. No waiver by either party of any breach or default hereunder will be effective unless in writing or be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. No provision of this Agreement will be construed against either party by reason of the fact that it was drafted by such party. This Agreement constitutes the entire agreement between Member and Instablogs relating to the subject matter hereof and supersedes any and all prior and contemporaneous written or oral agreements and communications between the parties with respect to such subject matter.