Vū DEVELOPER AGREEMENT

Upon your acceptance hereof, this agreement ("Agreement") shall be a binding agreement entered into by and between Vu Digital, LLC ("Vu Digital", "we", "our" or "us") and you or, if applicable, the individual, company or other legal entity you represent ("participant" "you" or "your").

• Purpose. This Agreement sets forth the terms of the relationship between you and Vu Digital, LLC with regard to your use, participation in and connection to the Vū service ("Vū") as a developer or user of the Vū Tool as defined herein and/or content, documentation, code, and related materials made available to you on or through Vū.
• Participation. Vū is a recommendation and social networking service that delivers personalized content and recommendations based on the user's preferences and activity on participating web sites, applications and mobile devices, as well as social networking site(s) such as Facebook®, Twitter®, LinkedIn® and/or Google+® (the ""). Participant agrees to participate in Vū, and shall participate by registering for and maintaining a user account ("Account") with Vū pursuant to the format presented to Participant on the MyVu.com website (the "Website") or by launching, accessing, downloading, installing the Vū Tool as defined herein, or other use of Vū.
• Account. Participant is responsible for maintaining the confidentiality of its Account password and responsible for all Account activity. We will not be liable for any loss or damage arising from your failure to properly maintain your Account, including without limitation to regularly review the accuracy of Account information, even if created by us on your behalf. In addition to the other rights set forth herein, Vu Digital, LLC reserves the right to refuse service, participation and/or access to the Account or Vū at any time without notice for any reason.
• Content. This Agreement also sets forth Cellular South's rights in any websites, written work, images, artwork, photograph, video, mobile or web-based applications, music, games, tools, or other information or content ("Content") that you publish, upload or otherwise display on a website or application to which you connect or link to Vū. In this Agreement, you grant us extensive rights to use, modify and distribute Content in exchange for possible exposure on Vū. All Content is subject to our use, modification and distribution pursuant to the terms hereof. Given the importance of the rights you grant to us under this Agreement, you should read it carefully and make sure that you fully understand and agree to its terms before contributing Content to Vū. You are solely responsible for determining the Content that is published, uploaded or otherwise displayed on your website or application which you connect or link to Vū. Accordingly, you are solely responsible for your Content on Vū. While participating in Vū, you acknowledge and agree that the Content shall not: (a) violate any applicable law, rule, code, ordinance or regulation; (b) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; (c) encourage conduct that could constitute a criminal offense or give rise to civil liability; (d) violate the terms of use or developer obligations of Facebook®, Twitter®, LinkedIn® and/or Google+® or any other third party services with which Vū maintains a developer relationship; or (e) otherwise violate the terms of this Agreement or any of the other agreements, policies and terms referenced in Section 8 below.
• Terms of Agreement. You acknowledge and agree to the terms hereof and further acknowledge and agree that Vu Digital, LLC may amend, revise or supplement this Agreement or provide additional policies, guidelines or amendments hereto from time to time, as Vu Digital, LLC may reasonably require. Vu Digital, LLC will publish such amendments, revisions, supplements, policies and guidelines on the Website and such matters shall become effective immediately upon such publication unless expressly provided otherwise. If at any time you do not agree with any relevant terms, you shall terminate your Account and otherwise terminate your participation in Vū.
• Acceptance. You accept the terms of this Agreement by clicking "I Agree" to confirm acceptance or by contributing Content to a website or application connected or linked to Vū. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity to this Agreement. If you do not have the authority, or if you do not agree with the terms of this Agreement, you must not confirm acceptance. In the event the terms of this Agreement are amended, revised or supplemented by Vu Digital, LLC, pursuant to Section 5 hereof, you accept such terms by continuing to participate in Vū upon the implementation thereof.
• Terms and Termination. This Agreement is effective as of the date you accept it as described in Section 6 above, and this Agreement will remain in effect until you terminate your Account or Vu Digital, LLC otherwise terminates your right to participate in Vū, which Vu Digital, LLC may do at any time for any reason. All provisions of this Agreement that are logically intended or required to survive expiration or termination hereof to achieve their intent, shall survive without limitation, including the rights and licenses you provide hereunder to Content connected to or linked to Vū prior to any termination.
• Related Agreements. You acknowledge that your activities related to and use of Vū, including those under this Agreement, are subject to the terms of [Privacy Policy and Terms of Use] and you represent and warrant that you are in compliance and will remain in compliance with the terms thereof. You may be subject to other terms by parties not affiliated with Vū, and the terms of service and privacy policies associated with those third parties. You understand and agree that we are not responsible for your compliance with such terms. Without limiting the generality of the foregoing, as set forth in the Terms of Use, you acknowledge and agree to comply with and cooperate with Vu Digital, LLC in its compliance with the United States Digital Millennium Copyright Act.
• Vū Tool. Subject to the terms hereof and our sole discretion, Vu Digital, LLC may make available certain API, plugins, applications or other tools (collectively, the "Tool") for placement on your website or application to access and view Content and to facilitate the use of your website or application by Vū users. The Tool may display Vū logos or other logos, search boxes that link to information within your website or application and information outside of your website or application, and advertising for Vū or for third party products (the "Tool Information"). The Tool includes the Tool Information, as well as all software files or images incorporated in, or generated by, the Tool, and any and all software, data and code that accompanies the Tool, and any upgrades, enhancements or modifications to such software, data and code. Vu Digital, LLC retains all ownership, licenses and other rights in the Tool, including the Tool Information and in Vū and Vū logos and trademarks. You acknowledge and agree that we may use data capture, syndication analysis and other similar tools to track, extract, compile, aggregate and analyze any data or information resulting from use of the Tool. You shall not interfere with such actions or distort the Content in a manner to interfere with such actions. We may use any technical means to overcome such interference. If you object to any of these actions, your sole recourse is to stop using the Tool and to remove the Tool from your website or application. Subject to your compliance with this Agreement, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable license solely for the limited purpose of using and displaying the Tool on a website or application for which you have proper authorization. You are not licensed to use the Tool for any other purpose, and nothing in this Agreement shall be deemed to grant you any right, title or interest in the Tool, including the Tool Information or in any other property related to Vū of any kind.
• Tool Use Restrictions. Your limited license to use the Tool is subject to the following restrictions on use: (a) you may not obscure, alter or disable any element of the Tool, including without limitation any alteration of the display of the Tool; (b) you may not display your website or application in any manner that implies partnership with, affiliation with, sponsorship, or endorsement by Vū (c) you may not insert any intermediate page, splash page or other display of any kind between the Tool and the Tool Information; (d) you may not display the Tool on any site that disparages Vū or Vu Digital, LLC or its products or services, infringes any Cellular South intellectual property or other rights, or violates any applicable law; and (e) you may not place the Tool on sites that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, or otherwise inappropriate as determined by Vu Digital, LLC in its sole discretion. Subject to the express parameters of the limited license granted to you above, the Tool and the Tool Information may not be copied, modified, deleted, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without obtaining the express prior written permission of Vu Digital, LLC in each instance. You acknowledge and agree that Vu Digital, LLC may crawl or otherwise monitor your site for the purpose of confirming compliance with this Agreement and for the purposes set forth in other provisions of this Agreement.
• Other Prohibitions. Without limiting any other prohibitions or restrictions in this Agreement you acknowledge and agree that you will not and you will not encourage or create functionality for your users or other third parties to:
  • Collect or modify any Tool Information or any Vū user information;
  • Interfere with or attempt to interfere in any manner with the proper workings of Vū, or create or distribution any information that adversely affects the functionality or performance of Vū
  • Circumvent or render ineffective any restrictions in the Tool or otherwise related to Vū, including IP address-based restrictions;
  • Sell, lease, lend, convey, redistribution or sublicense to any third party all or any portion of the Tool or Tool Information (except that you may distribute and display the Tool Information pursuant to the intended use of the Tool in accordance with this Agreement);
  • Modify, replace, interfere with or block advertisements placed by Vū on your website or application pursuant to the Tool;
  • Separate, isolate, or modify any of the Tool Information;
  • Access any portion of the Tool or Tool Information by any means other than use of the Tool as authorized in this Agreement;
  • store copies of the Tool or any other Vū-related property;
  • Use Vū intentionally to encourage or promote copyright infringement or the exploitation of copyright-infringing materials;
  • Misrepresent your identity when registering with Vū, use any credentials of any different individual or entity, or mask your usage of Vū or
  • Take any action which violates the terms of use or developer obligations of Vū to any third party services, including, but not limited to Facebook®, Twitter®, LinkedIn® and/or Google+®.
• General Representations and Warranties. Each party represents and warrants to the other that: (a) it has the power and authority to enter into this Agreement and perform its obligations hereunder; (b) if it is an entity, it is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) this Agreement reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all laws, rules, regulations, codes and ordinances applicable to its obligations under the Agreement.
• Rights in Content. With regard to all of the Content, you represent and warrant that:
  • You are the sole owner of or have rights in and an unrestricted license to use the all of the Content and that publication and distribution of the Content via Vū will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party.
  • You hold any and all permits and authorizations, if any, required in connection with the publication and distribution of the Content.
  • You have obtained all rights of publicity due or owing to any entity or individual appearing in your Content.
  • You have obtained all rights necessary to use any music, artwork, locations, premises, images, footage or other creations of other parties appearing in your Content.
  • Neither the Content nor the exercise of rights you grant in this Agreement will infringe or violate any copyrights, contract rights, rights of privacy or other rights of any person or defame any person.
  • Your Content complies with the terms of this Agreement and all other agreements referenced in Section 8 above.
• License to Content. For the purposes of promoting and distributing the Content, making recommendations to Vū users, personalizing the Content, analyzing the activities of Vū users and otherwise using and displaying the Content, Participant grants to Vu Digital, LLC a paid-up, non-exclusive, worldwide, royalty-free, transferable, irrevocable, perpetual and sub-licensable license to use, copy, transfer, stream, distribute, display, perform and otherwise make available any and all of the Content on or in connection with Vū on a website, application, widget, mobile device or other distribution or display medium. Without limiting the generality of the foregoing, Participant hereby grants to Vū the right to use, perform and display your website and application and the Content for the purposes of marketing, demonstrating, directing to, linking to and making the same available to Vū users. Participant acknowledges that Content may be made available, in any and all media, formats and modes now known or later invented, including, without limitation, via all online and digital formats, and to condense, reformat, edit, translate, add subtitles, audio and credits to and make other modifications to your Content as we desire to facilitate such distribution. Without limiting the generality of the foregoing, Participant acknowledges and agrees that Vu Digital, LLC may manipulate, amend, annotate, supplement and otherwise alter the Content in order to make it compatible with Vū, identifiable on Vū, linkable from Vū, consistent with the purpose of Vū or otherwise Vū user friendly
• LIMITATION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VU DIGITAL, LLC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH REGARD TO Vū. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VU DIGITAL, LLC DOES NOT WARRANT OR GUARANTEE THAT (A) ANY OF YOUR CONTENT WILL BE PUBLISHED, DISPLAYED OR OTHERWISE DISBURSED; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED, (C) ANY PARTICIPATION IN Vū WILL RESULT IN ANY REVENUE OR PROFIT OR OTHER BENEFIT, OR (D) THE TOOL WILL OPERATE PROPERLY WITH YOUR WEBSITE OR APPLICATION. FURTHER VU DIGITAL, LLC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE OR ANY PROMOTION, DISTRIBUTION OR DISPLAY METHOD USED OR PROVIDED IN CONNECTION WITH Vū (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN. Vū IS PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN "AS AVAILABLE" BASIS.
• Indeminification. Participant, at its sole cost and expense, shall defend, indemnify and hold Vu Digital, LLC and all Vu Digital, LLC Parties harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, "Claims") and from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) (collectively, "Losses") arising out of or relating to any of the following: (a) Participant's or Participant's personnel's fraud, negligence, willful misconduct, or gross negligence; (b) Participant's or Participant's personnel's breach or alleged breach of this Agreement; (c) the Content; (d) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party, or (e) defamation, disparagement, libel or slander.
• CONSEQUENITAL DAMAGES. EXCEPT FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL WE BE LIABLE OR OBLIGATED TO PARTICIPANT OR ANY OTHER PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.
• ARBITRATION. YOU AGREE THAT ANY CONTROVERSIES, CLAIMS OR DISPUTES ARISING BETWEEN YOU AND VU DIGITAL, LLC, WHETHER IN TORT OR IN CONTRACT, INCLUDING BUT NOT LIMITED TO THOSE RELATED TO OR ARISING OUT OF this Vū developer agreement, OR THE SERVICES PROVIDED, INCLUDING ACCESS, DOWNLOAD AND OR USE OF Vū AND/OR THE Vū TOOL, WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, SERVICE OR ADVERTISING PROVIDED BY VU DIGITAL, LLC, INCLUDING, BUT NOT LIMITED TO, ACCESS AND/OR USE OF Vū, THE Vū TOOL AND/OR ANY LINKS USED BY YOU OR KNOWN TO YOU AS A RESULT OF YOUR USE OF Vū. SUCH ARBITRATION SHALL BE BEFORE A PANEL CONSISTING OF THREE ARBITRATORS AT A LOCATION IN THE GREATER JACKSON, MISSISSIPPI METROPOLITAN AREA. SUCH ARBITRATION SHALL BE BINDING UPON BOTH YOU AND VU DIGITAL, LLC AND SHALL BE CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS RULES, INCLUDING THE SELECTION OF THE ARBITRATORS, WHICH SHALL BE ACCOMPLISHED IN ACCORDANCE WITH THE RULES OF THE AAA. THE AWARD RENDERED BY THE ARBITRATORS SHALL BE FINAL, AND JUDGMENT MAY BE ENTERED UPON IT IN ACCORDANCE WITH APPLICABLE LAW IN ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES FURTHER AGREE THAT THE PREVAILING PARTY IN SUCH ARBITRATION SHALL BE ENTITLED TO RECOVER THE COSTS OF SUCH ARBITRATION FROM THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES. THIS AGREEMENT TO ARBITRATE SHALL BE SPECIFICALLY ENFORCEABLE UNDER APPLICABLE LAW IN ANY COURT HAVING JURISDICTION THEREOF.
• Execution of Further Agreements. Protection of rights sometimes requires formal filings of paper documents and it may be helpful to us to have physical signed versions of certain documents. To help us with that, you agree to sign and deliver to us any agreements or further documents we may request to confirm your grant of rights, following any instructions we provide for notarization or other formal confirmation of your signature. If you do not complete and return such additional documents within 5 business days after our request, you agree that we can sign the additional documents on your behalf and, to make your agreement legally enforceable, you hereby irrevocably appoint us as your attorney-in-fact with full power to execute, acknowledge and deliver the additional documents and file or record the additional documents in appropriate offices or forums. Your appointment is a power coupled with an interest.
• Right of Publicity Participant grants to us the right to use its name, website, logos, artwork, biographical information, photograph, video or likeness and the names, biographical information, photographs, videos and likenesses of all individuals that appear or are credited in the Content, worldwide and in any manner and medium now or hereafter devised, for any purpose in connection with participation in Vū or the display, use, or exploitation of the Content, without additional compensation, notification or permission.
• Effect of Removal You acknowledge that, to the extent we remove or provide you a method to remove Content from Vū, that action will not ensure that elements of your Content that may have been incorporated into Vū and other properties submitted to Cellular South will also be removed from Vū. Also, removal of Content from Vū will be subject to any rights that we have in the Content that continue after the removal thereof or the termination hereof.
• Similar Content. Given the open nature of Vū, participants may develop and contribute Content that is similar to each other. In order to prevent legal claims that could be disruptive to Vū participants and impede the ability of Vū to perform the functions for which it is intended, you agree to irrevocably and forever waive any legal claim you may have under any theory of law against Vu Digital, LLC, its officers, directors, shareholders, affiliates, subsidiaries, agents, employees, representatives, sublicensees and subcontractors ("Vu Digital, LLC Parties") in any territory, including, without limitation, copyright infringement or breach of implied in fact contract, that your rights were infringed due to any similarity between your Content and any other content that is or may become available on Vū.
• No Obligation to Make Available or Use. We have no obligation to make any Content available on Vū or to otherwise use it in any way. If we make any Content available on Vū or otherwise commence exploitation, we may remove it from Vū and cease further exploitation at any time in our sole discretion.
• No Compensation. You will have no right to compensation in connection with the exploitation of rights you grant under this Agreement. Your consideration for the rights granted in this Agreement is the benefits provided by the potential of publication, distribution and analysis of your Content to Vū users, and you acknowledge that such consideration is good and valuable and adequate for the rights you grant hereunder.
• No Limitation of Rights. Nothing in this Agreement in any way limits any fair use or other right Vu Digital, LLC may have to use the Content in the absence of this Agreement.
• Cumulative Rights. All rights you grant under this Agreement are cumulative and we may exercise or refrain from exercising any one or more of them separately from, simultaneously and/or in connection with any other rights you grant us or with any rights we obtain from other sources. In addition, if any assignment or grant of exclusive rights you make to us is deemed invalid or to be less than exclusive, we will, nonetheless, have a non-exclusive license to use the Content as authorized in this Agreement to the fullest extent permissible under law.
• Confidentiality. You agree that any non-public information related to Vū or your Content that we communicate to you is confidential and that you will restrict the communication of the information to your employees and business associates who (a) have a legitimate business need to know the data, and (b) are subject to a duty not to disclose the information. You may, however, disclose information as required to comply with applicable law provided that you: (x) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy, (y) disclose only the information required to be disclosed, and (z) use reasonable efforts to obtain confidential treatment for any information you disclose.
• Affiliates. All rights you grant to us may be exercised by us or by any of our affiliates, subsidiaries, subcontractors or sublicensees.
• Assignment. We may assign any or all of our rights or obligations under this Agreement to any party, and the assignment will be deemed a novation under law forever releasing Vu Digital, LLC from any and all obligations and liabilities under this Agreement.
• No Responsibility for Third-Party Actions. You acknowledge that, once contributed to Vū, your Content is freely available for download without copy protection and is fully available for revision by other users of Vū. In no event will Vu Digital, LLC or any Vu Digital, LLC Parties be responsible for any reproduction, display, modification, or use of your Content or any portion thereof by you or any third party.
• No Rescission or Injunctive Relief. All rights granted to us under this Agreement are irrevocably vested (including, without limitation, for the full term of copyright protection everywhere in the world and any renewals thereof). No breach by us will entitle you to equitable relief, whether injunctive or otherwise, against or with respect to the Content or any other works created pursuant to the rights granted hereunder or their exploitation, and you acknowledge that your remedy of money damages is adequate.
• Remedies and Intepretation. All remedies will be cumulative and pursuit of any one will not waive any other. Captions and headings are for convenience only and will not be used to construe meaning.