AUTHOR AGREEMENT

This Agreement governs the terms by which authors provide short stories, novellas, and other literary content to members of TingleMedia.com, on a non-exclusive basis through the web Website located at www.tinglemedia.com (the “Website”). This Author’s Agreement is in addition to the Terms and Conditions of Use applicable to the Website. In the event of any inconsistency between this Agreement and the Terms of Use, the terms of this Agreement shall govern.

1.Background of Agreement

a.This is a legal agreement between any author intending to submit literary works onto the Website (in this agreement referred to as “Author”) and Tingle Media, Inc. The Author wishes to appoint Tingle Media, Inc. as its non-exclusive agent to license and distribute Content (as defined below) produced by the Author on the terms and conditions set forth in this Agreement.

b.Upon accepting the terms of this Agreement, you may make Content available to Tingle Media, Inc. by following the “Submission” procedures identified on the relevant portion of the Website. Each submission of Content will be governed by the terms and conditions of this Agreement, which will be confirmed by you upon each submission.

c.This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Author, you must follow the termination procedures set forth below under “Term and Termination”.

2.Provision of Content

a.The parties acknowledge that the Author may, from time to time, provide stories, novellas and other literary material to Tingle Media, Inc. using the Submission procedures of the Website or such other procedures as the parties may mutually agree. Tingle Media, Inc., in its sole discretion, may determine which of such Content is suitable for posting on the Website or other means of distribution, and only such Content as it deems suitable will be considered “Accepted Content” for the purposes of applicable provisions of this Agreement.

b.In addition to the terms of this Agreement, the parties acknowledge that the provision of all Content is subject to the policies and procedures outlined in the Website, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable Content outlined in the Website will be deemed to be a breach of this Agreement.

3.Grant of Authority

a.Author grants Tingle Media, Inc. authority to provide Content to members subject to the Terms and Conditions of Use. Tingle Media shall provide Content to members for a fee, a portion of which shall be shared with Author. Author grants Tingle Media, Inc. the authority to collect such fees, which shall be set in Tingle Media, Inc.’s sole discretion and the amount of which may be altered from time to time based on market conditions.

b.The Parties agree that all rights, including title and copyright, in and to the uploaded Accepted Content will be retained by the Author, and no title or copyright is transferred or granted in any way to Tingle Media, Inc. or any third party except as provided in this Agreement. Except as specifically permitted in this Agreement, Tingle Media, Inc. may not distribute Content to any third party for the purposes of resale or re-license.

4.Intellectual Property Matters

a.The Author acknowledges that Tingle Media, Inc. prohibits any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Website.

b.By uploading Content, Author warrants that Author owns all proprietary rights, including copyright, in and to the Content. This includes all right and title in both the literary content as well as any right and title to any cover artwork submitted accompanying such literary content. Author further warrants that none of the Content has been plagiarized or copied from any other source.

c.The Author agrees that neither Tingle Media, Inc. nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content including the use or inability to use any artwork. Should any legal cause of action arise regarding such matters, the Author agrees to fully indemnify and hold harmless Tingle Media, Inc. and all of its directors, officers, employees, partners, affiliates or agents and, if applicable, shall compensate Tingle Media, Inc. for any reasonable legal costs incurred in handling such matters.

5.Compensation & Payments

a.Tingle Media agrees to pay a portion of the fees collected in respect of Accepted Content (“Payment”) that is purchased by members according to the rate schedule set forth on Exhibit A to this Agreement, as it may be modified from time to time (the “Rate Schedule”). The Rate Schedule is subject to change in the sole discretion of Tingle Media, Inc. in the ordinary course of its business without notice by posting such changes on the Website. If at any time the Rate Schedule is not acceptable to the Author, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms.

b.Authors shall be required to maintain a PayPal account and all payouts or fees shall be made through such PayPal accounts. Authors may request a payout only when their account balances reach twenty-five dollars ($25.00). In all cases, payment of fees to the Author will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Agreement; and (v) any amounts owing by the Author to Tingle Media, Inc. under this Agreement or otherwise. Without limiting the generality of the foregoing, Tingle Media, Inc. is entitled to set-off against any amount owing to Author, all amounts to which Tingle Media, Inc. is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Author under this Agreement.

c.Authors shall also be required to submit the necessary tax information before they are allowed to receive a payout. This required information includes, but is not limited to, tax identification or social security number, legal name and postal address. This information shall be submitted to Tingle Media, Inc. via fax (for security reasons) to (206) 577-3969. Any sensitive information submitted to Tingle Media, Inc. shall be protected and shall not be used for any purpose other than reporting and paying applicable taxes.

d.Authors understand that Tingle Media will be providing a platform for Authors’ content to be viewed and purchased by not only consumers, but also by publishers. Author will benefit from Tingle Media’s marketing efforts, site traffic initiatives and presence at industry events, etc. If Author subsequently signs a publishing contract with any publisher after their Content has been published on the Tingle Media website, Author shall pay Tingle Media 15% of any Payments Author receives from such content for the first 2 years of any such contract. Such Payment shall be to compensate Tingle Media for all marketing, networking and publicity efforts enacted on behalf of Author at no charge while Author has Content published and available on the Tingle Media website.

6.Submitting Content

a.Submitted Content shall be broken up into “chunks” which shall be viewable to Members via text messaging, web browser or email. Authors should submit Content already broken into these 200 to 300 word chunks and Content not already broken down shall be broken into chunks at the sole discretion of Tingle Media, Inc. Content shall not be edited other than this “breaking down” and it is requested that all Content be submitted free of any typographical, grammatical and spelling errors.

b.Tingle Media, Inc. is not responsible for the content, quality, or consequences of your submitting Content. Notwithstanding the foregoing, Tingle Media reserves the right to delete, move, refuse to accept or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to Tingle Media, Inc. or as it may direct. Tingle Media, Inc. shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by Tingle Media, Inc. to determine Accepted Content is done as a courtesy only.

7.Representations and Warranties

The Author hereby represents and warrants as follows:

a.The Author has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Content, has the right to grant all of the rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement; and

b.The Content delivered to Tingle Media hereunder represents original creations and expressions of subject matter, and no Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.

8.Indemnity

You agree to indemnify, defend and hold Tingle Media, Inc. and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content (collectively, the “Tingle Media Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Tingle Media Party as a result of or in connection with: (i) any use or alleged use of the Website or provision of Content under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content submitted under your Member Name; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any Tingle Media Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party.

Tingle Media, Inc. reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Tingle Media, Inc.'s defense of such claim.

9.Term and Termination

a.This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to Tingle Media, Inc. using author_assistance@tinglemedia.com or such other means of written notice acceptable to Tingle Media, Inc. which enables confirmation of your identity and your intention to terminate. Tingle Media, Inc. may also terminate this Agreement for any reason by giving you thirty (30) days written notice by e-mail at the last address contained in your submission information.

b.Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement.

c.In addition, Tingle Media, Inc. may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been, in the reasonable opinion of Tingle Media, Inc., any material misrepresentation made as to the capacity, identity or copyright ownership of Content or the Author provided hereunder.

10.Effect of Termination

a.Upon the termination of this Agreement, the grant of authority given to Tingle Media, Inc. shall cease subject to the following conditions: (i) Tingle Media, Inc. shall remove Accepted Content from the Website within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, Tingle Media, Inc. shall have the right to continue distributing Accepted Content until it is removed from the Website; and (iii) regardless of the expiration or termination of this Agreement, Tingle Media, Inc. will continue, in accordance with this Agreement, to pay compensation due to the Author in respect of Content distributed to members during any transitional period, subject to any rights of set-off under this Agreement or at law.

b.Upon termination, Tingle Media, Inc. will be entitled to retain all amounts owing to the Author for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.

c.Termination of this Agreement shall operate without prejudice to Tingle Media, Inc.'s rights, defenses and limitations of liability provided under this Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

11.DISCLAIMER OF WARRANTIES

THE WEBSITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY TINGLE MEDIA, INC. “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TINGLE MEDIA, INC. DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

TINGLE MEDIA, INC. DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE WEBSITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

12.LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL TINGLE MEDIA, INC. OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE WEBSITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF TINGLE MEDIA, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.Applicable law

a.The Website is operated and administered by Tingle Media, Inc. in the State of Washington. The Website can be accessed from all other countries around the world. As each of these jurisdictions has laws that may differ from those of the State of Washington, you acknowledge and agree that this Agreement will be governed under the laws of the State of Washington and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles).

b.You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Website. You agree to waive any right you may have to (i) trial by jury; and (ii) to commence or participate in any class action against Tingle Media, Inc. related to the Website or this Agreement.

c.Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in King County Superior Court in Seattle, Washington.

14.General

a.You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Terms and Conditions of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

b.Tingle Media, Inc.'s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

c.This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without Tingle Media, Inc.'s prior written consent. Tingle Media, Inc. may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

d.If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

15.Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF TINGLE MEDIA, INC. AGREEING TO PROVIDE A MEANS FOR THE DISTRIBUTION OR SALE OF YOUR ACCEPTED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND TINGLE MEDIA, INC., WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND TINGLE MEDIA, INC. RELATING TO THE SUBJECT OF THIS AGREEMENT.