THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND AOL LLC. ("AOL"). THIS DIRECTOR ACCOUNT ADDENDUM CONTAINS SUPPLEMENTAL TERMS TO THE TERMS IN THE TERM OF USE SET FORTH AT http://about.aol.com/aolnetwork/aolcom_terms (THE "TOS"). THIS ADDENDUM AND THE TOS ARE COLLECTIVELY THE "AGREEMENT" AND GOVERN YOUR USE OF THE DIRECTOR ACCOUNT. BY CLICKING "I AGREE AND ACCEPT THESE TERMS," OR BY USING THE DIRECTOR ACCOUNT, YOU AGREE TO THE TERMS OF THE AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT CLICK THE CANCELLATION BUTTON AND DO NOT SUBMIT CONTENT OR USE THE DIRECTOR ACCOUNT.

1. DIRECTOR ACCOUNTS AND KEY ISSUANCE. Before uploading any Content to the AOL Video Search Service, you will be required to obtain a unique alphanumeric key, which will be assigned to you by AOL upon successful completion of the API registration process. This key is uniquely associated with your AOL Service screen name and the URL of a publicly available website from which you wish to upload Content (your "Site"). Your key will also be uniquely associated with all versions, upgrades and updates of your Site created by you. Your Site at all times must incorporate the applicable AOL-assigned key and is required in order for the network on which the AOL Video Search Service operates (the "AOL Network") to ingest your uploaded Content. You agree and acknowledge that this key is fully revocable by AOL at any time, and at all times, AOL has the right to block attempts to access the AOL Network with an invalid or revoked key.
2. YOUR RESPONSIBILITIES. You are solely responsible for uploading the Content from your Site, and for adding appropriate keyword tags, thumbnails and text descriptions about you or the Content. If you have not provided the aforementioned, AOL in its sole discretion may, but has no obligation to, generate tags, thumbnails, descriptions or other identifiers for your Content. Certain types of Content may be submitted to AOL Video Search Service electronically via technical specifications provided to you by AOL (the "Bulk Upload"). You agree to comply with the then-current specifications provided by AOL to enable proper delivery and display of the Content. If the Content submitted via the Bulk Upload contains URLs (or equivalent thereof) that you are submitting to AOL, you agree that AOL has the right to access, index, cache or crawl the URL(s) (or equivalent thereof), the Content itself, or any portion thereof (without regard to any robots.txt file which does not authorize crawling) in connection with AOL's authorized use of the Content.
3. LICENSE. You hereby grant AOL and any AOL affiliates a worldwide, non-exclusive, royalty-free, license to use, distribute, reproduce, display, adapt, perform, store, translate, sublicense and promote your uploaded Content (or any portion thereof) throughout the AOL Video Search Service regardless of transmission speed (dial-up, DSL, cable, wireless, etc.) or type of device (PC, PDA, mobile phone, etc.) as AOL may determine in its sole discretion.
4. OWNERSHIP. The Director Accounts, AOL Video Search Service, and AOL Network shall remain the exclusive property of AOL, and this Agreement does not grant any right, title or interest in any intellectual property owned by AOL.
5. ADVERTISING RIGHTS. AOL has the sole right to sell any and all advertising and sponsorship rights with respect to the AOL Network, including without limitation distribution of the AOL Video Search Service (including without limitation on all Internet pages of the AOL Network or AOL Video Search Service that contain the Content), and AOL will be entitled to retain any and all revenue generated from any sales of such advertising or sponsorships throughout the AOL Network.
6. PUBLICITY. AOL may publicly disclose the existence of this Agreement and the availability of the Content and may identify you as a Director Account on the AOL Video Search Service, and in public statements, marketing materials and press releases.
7. CHANGES TO DIRECTOR ACCOUNTS, AOL NETWORK, AGREEMENT.
   1. AOL reserves the right to modify, change, update or enhance the Director Accounts, AOL Video Search Service, or AOL Network (each a "Modification") at any time with or without notice to you, in AOL's sole discretion. You acknowledge that such Modifications may affect your Site and/or your Content and may require you to make changes to your Content or Site to continue to be compatible with the AOL Video Search Services.
   2. You agree and acknowledge that AOL has the right but not the obligation to include uploaded Content in the AOL Video Search Service. AOL may remove, with or without notice to you, Content previously included in the AOL Video Search Service at any time in AOL's discretion. AOL shall have the right, in its discretion and without limiting its other legal remedies and with or without notice to you, to cancel any key it has issued to you and/or to prevent your Site from accessing or working with the AOL Network at any time for any reason or no reason.
   3. AOL may modify this Agreement at any time with or without notice. Please review the Agreement, which is available at http://developer.truveo.com/DirectorAccountTerms.php, frequently. If a modification is not acceptable to you, you may no longer use the Director Account. If you continue to use the Director Account after the Agreement has been modified, you will be deemed to have accepted the modifications. AOL encourages you to review the online version of the Agreement frequently to ensure that you are aware of any modifications to your rights or obligations.
8. YOUR REPRESENTATIONS AND WARRANTIES. You warrant to AOL that: (a) you have the legal capacity to enter into this Agreement; (b) all information provided by you to AOL in connection with your registration for and use of the Director Account is true and accurate; and (c) that your use of the Director Account, and your Site, the operation thereof, any Content, other products, services or information provided by you, and any updates, upgrades and modifications thereto, (i) shall not be used in any commercially unreasonable manner or in any manner that would disparage or discredit AOL; (ii) shall not infringe any intellectual property rights of AOL or any other third party including without limitation, any right of privacy, publicity, copyright, trademark, or patent; and (iii) shall comply with all applicable laws, rules and regulations, including without limitation, consumer protection, data security, and privacy laws. Further, you shall ensure that you possess all authorizations, approvals, consents, licenses, permits, certificates and other rights and permissions necessary to provide your Content, Site and/or perform your obligations hereunder. Without limitation of the foregoing, you warrant that you have obtained all the necessary copyrights (including without limitation any music-related publishing, performance and synch rights) talent, guild, and any other rights needed to download, stream or otherwise display Content via the AOL Video Search Service, and you agree and acknowledge that you are responsible for paying any fees, if any, resulting from rights claims from any third parties claiming fees attributable to the aforementioned.
9. AOL'S DISCLAIMER OF WARRANTY; AS IS. WITHOUT LIMITATION OF THE PROVISIONS OF PARAGRAPH 17 OF THE TOS, THE DIRECTOR ACCOUNTS ARE PROVIDED WITH ALL FAULTS ON AN "AS IS" BASIS. YOU AGREE THAT AOL HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY CONTENT, THE DISPLAY OR FAILURE TO DISPLAY OR OFFER ANY CONTENT UPLOADED BY YOU, ANY GENERATION BY AOL OF TAGS, THUMBNAILS, DESCRIPTIONS OR OTHER IDENTIFIERS FOR YOUR CONTENT, OR ANY OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED BY AOL VIDEO SEARCH SERVICE.
10. YOUR INDEMNITY. Without limitation of the provisions of paragraph 19 of the TOS, you shall indemnify, hold harmless and, at AOL's request, defend AOL and/or its licensors and other suppliers and/or distributors from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) relating to your breach of any provision under this Agreement or otherwise arising out of your Site and Content, including, but not limited to, any claim related to infringement or misappropriation of intellectual property rights, including but not limited to, infringement by your Site and/or any content contained therein.
11. TERM, TERMINATION, AND SURVIVAL. This Addendum commences upon the date you click "I agree and accept these terms" or otherwise commence using any Director Account and shall continue in force thereafter, unless terminated as provided herein (the "Term").
    1. Termination. AOL may change, suspend, or discontinue all or any aspect of the Director Accounts, including their availability, at any time, and may terminate your use of the Director Accounts at any time prior to or after your development and/or deployment of your Site, with or without notice, for no reason or for any reason, including but not limited to your breach of any condition hereunder. You may terminate this Addendum, by ceasing use of the Director Account, including without limitation removing any and all code from your Site enabling your use of the Director Account or the AOL Network.
    2. Survival. The respective rights and obligations of AOL and you under the provisions of Sections 4 ("Ownership"), 9 ("Disclaimer"), 10 ("Indemnity"), and 11(b) ("Survival") shall survive expiration or termination of this Agreement. AOL shall not be liable to you for damages of any sort resulting from terminating this Addendum or the Agreement.