TERMS OF USE

Date Last Modified: October 9, 2014

I. INTRODUCTION

Please read these terms of use carefully as this document is a binding legal agreement (the “Agreement”) between you (“you”) and 742 Commercial, Inc. (“Company,” “we,” “us” or “our”) and governs your use of the website at ­ www.onwinechannel.com (“Site”). This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Company or its subsidiaries or affiliates for other products or services.

By accessing, browsing, or using the Site in any manner, you acknowledge that you have read and agree to be bound by the terms and conditions contained herein. If you do not wish to be bound by this Agreement, leave the Site immediately and discontinue all future access, browsing, or use of the Site.

II. GENERAL AGREEMENT

1. Age Restriction. You must be at least 13 years old to use the Site. By using the Site, you represent and warrant that you are at least 13 years old and have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

2. Separate Agreement. When visiting other websites, including other Company websites, you are bound by the terms of use agreements governing those sites. Please familiarize yourself with the terms of use agreements of each website you visit as the terms and conditions set forth in such agreements may materially differ from those contained herein. The Company is in no way bound or liable for any warranties or representations made in any terms of use agreements, or like documents, for any other website, including other Company websites, in connection with the services offered by and through this Site.

3. Failure to Comply with the Agreement. Your failure to follow the terms and conditions of this Agreement, whether listed below or in bulletins posted at various points and times on the Site, may result in suspension or termination of your access to the Site, without notice, in addition to the Company’s other remedies.

4. Changes to the Agreement. Company reserves the right to modify, add, remove, or replace any terms or conditions of this Agreement at any time, and all such changes are effective upon posting the changes on the Site. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Site after the posting of any changes will constitute your acceptance of all such changes. From time to time, the Company may ask you to expressly accept the amended terms and conditions in order to continue using the Site.

5. Changes to the Site. Company reserves the right to change any and all Content (as defined below) contained on the Site at any time without notice.

6. Electronic Communications. When you visit or access the Site or send e-mails to Company, you are communicating with us electronically and thereby consent to receive communications from Company electronically. Company will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements (including this Agreement), notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing.

III. LIMITED NON-EXCLUSIVE LICENSE

1. Content Defined. The term “Content” shall mean any materials, including without limitation videos, images, photographs, graphics, text, audio, updates, comments, hyperlinks, interlinks, software, scripts, data, logos, trademarks, copyrightable works, or other information, that are posted, published, broadcast, or otherwise displayed on the Site.

2. Proprietary Information. You acknowledge and agree that the Site contains Content provided by Company, its affiliates, and/or its licensors and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You shall abide by all copyright and other legal notices, information, and restrictions contained in or on any Content accessed through the Site.

3. Grant of License. Subject to the limitations set forth below and as otherwise set forth in this Agreement, Company hereby grants you a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Site and its Content for your own personal, non-commercial purposes. This license is personal to you and may not be assigned or sublicensed to any one else. Except as provided in this paragraph, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any of Company’s patents, trademarks, copyrights, or other proprietary rights. All rights not expressly granted by Company herein are reserved.

4. Limitations on License. You may make no use of the Site or its Content not expressly authorized herein or by express authorization from Company. Company’s license grant does not include, without limitation:

(a) Any resale or commercial use of the Site or the Site’s Content;

(b) Reproducing, duplicating, copying, caching, publishing, distributing, selling, creating derivative works from, decompiling, reverse engineering, or disassembling the Site or the Site’s Content;

(c) Use of any data mining, robots, screen scraping or similar data gathering and extraction methods;

(d) Use of any framing techniques to enclose any trademark, logo, or other proprietary information on the Site; or

(e) Use of any measures that may interfere with or damage the Site.

Any unauthorized use of the Site will terminate the license granted by this Agreement and may violate any applicable laws including copyright laws, trademarks laws, patent laws, or other laws or regulations. All violators will be prosecuted to the fullest extent of the law.

IV. LICENSING SITE CONTENT

If you are interested in receiving our express written permission to use Site Content for your non-personal (including commercial) use, please contact our licensing department at licensing@moviesonartists.com.

V. COPYRIGHT NOTIFICATIONS

1. Notice of Copyright Infringement. If you believe that any material appearing on the Site has been used in a manner that infringes upon your copyrights, you or your authorized agent may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

a. An electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

b. Identification of the material that is claimed to be infringing or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on the Site;

c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Company to locate the material;

d. Information reasonably sufficient to permit Company to contact you, such as your address, telephone number, or e-mail address;

e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Company’s Copyright Agent is:

Kevin Kachman

742 Commercial, Inc.

110 West A Street, Suite 900B

San Diego, CA 92101

Telephone: (619) 237-6161

E-mail: kevin@742commercial.com

2. Counter-Notice. If you believe that your material was removed or disabled by mistake or misidentification, or that you have proper authorization to post and use the removed or disabled material, you may send a counter-notice to our Copyright Agent containing the following information:

a. Your physical or electronic signature;

b. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

c. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material;

d. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Diego, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

Our Copyright Agent may send a copy of any counter-notice to the original complaining party informing that party that it may replace the removed material or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against Company, member or user, the removed material may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Company’s sole discretion. Company has a policy of terminating repeat infringers.

VI. WARRANTIES, DISCLAIMERS, LIMITED LIABILITY, AND INDEMNITY

1. No Warranties by Company. COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND IS MAKING THE SITE AND THE CONTENT AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE AND THE CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND THE CONTENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.

2. Disclaimer of Responsibility for Outbound Links. THE SITE MAY CONTAIN LINKS TO OTHER WEBSITES, INCLUDING THIRD PARTY AND OTHER COMPANY WEBSITES. YOUR SELECTION OF AN AD BANNER OR LINK MAY REDIRECT YOU FROM THE SITE TO A THIRD PARTY OR AN OTHER COMPANY WEBSITE. THESE WEBSITES, INCLUDING OUR OTHER WEBSITES, ARE GOVERNED BY THEIR OWN SEPARATE TERMS OF USE AGREEMENTS AND PRIVACY POLICIES. COMPANY HAS NO CONTROL OVER AND NO LIABILITY FOR ANY THIRD PARTY WEBSITES OR MATERIALS. TRANSACTIONS THAT OCCUR BETWEEN YOU AND ANY SUCH THIRD PARTY ARE STRICTLY BETWEEN YOU AND THE THIRD PARTY AND ARE NOT THE RESPONSIBILITY OF COMPANY. COMPANY MAKES NO GUARANTEE ABOUT THE ACCURACY, CURRENCY, CONTENT, OR QUALITY OF THE INFORMATION PROVIDED BY SUCH WEBSITES OR MATERIALS AND COMPANY ASSUMES NO RESPONSIBILITY FOR UNINTENDED, OBJECTIONABLE, INACCURATE, MISLEADING, OR UNLAWFUL CONTENT THAT MAY RESIDE ON THOSE WEBSITES OR MATERIALS. FURTHER THE INCLUSION ON ANOTHER WEBSITE OF ANY LINK TO THE SITE DOES NOT IMPLY ENDORSEMENT BY OR AFFILIATION WITH COMPANY. COMPANY IS NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENTS OF SUCH OUTSIDE RESOURCES, AND YOU SHOULD DIRECT ANY CONCERNS REGARDING ANY EXTERNAL LINK TO THE THIRD PARTY ADMINISTRATOR OR WEBMASTER.

3. Company’s Limited Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, GENERAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RELATED TO YOUR USE OF THE SITE, THE CONTENT AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY COMPANY, EXCEPTING SUCH INJURY OR DAMAGES CAUSED BY COMPANY’S FRAUD, WILLFUL INJURY TO THE PERSON OR PROPERTY OF ANOTHER, OR VIOLATION OF LAW BY COMPANY.

4. Indemnity. You hereby agree to indemnify, defend, and hold harmless Company and all of its related entities, subsidiaries and parent companies, advertising and promotion agencies and each of their heirs, successors, officers, directors, shareholders, employees, assigns, agents, attorneys, representatives, and any other person or entity now or hereafter affiliated with them, and each of them, of and from any and all claims, demands, causes of action, obligations, damages, losses to any person (including death) or property, penalties, reasonable attorneys’ fees, costs, and liabilities of any nature whatsoever, whether or not now known, suspected or claimed, arising out of any breach by you of this Agreement. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such event, you shall cooperate as fully as is reasonably required in the defense of any claim.

VII. MISCELLANEOUS

1. Privacy Policy. Company respects your privacy and permits you to control the treatment of your personal information. A complete statement of the Site’s Privacy Policy is available at http://www.onwinechannel.com/privacy and is expressly incorporated into this Agreement by this reference.

2. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your use of the Site must be filed within one (1) year after such claim arose. Otherwise, such claim is permanently barred.

3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to the principles of conflict of laws. The Agreement is deemed by the parties to have been executed and delivered in San Diego, California.

4. Forum Selection. The parties hereto agree and consent to personal jurisdiction in the State of California for all actions or proceedings arising in connection with this Agreement and further agree that such actions or proceedings shall be tried and litigated exclusively in the State or Federal courts located in the County of San Diego, State of California. This forum is intended by the parties to be mandatory and not permissive in nature, precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph.

5. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings with respect to your use of the Site.

6. Severability. Should any provision of the Agreement be invalid, illegal, or unenforceable in any respect, such provision will not affect the validity and enforceability of any other part of the Agreement.

7. Force Majeure. The Company will not be in breach of the Agreement or any failure or delay in performance caused by reasons beyond its reasonable control, if the Company makes reasonable efforts to perform.

8. Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company’s delay in asserting any right or provision under this Agreement shall not constitute a waiver of such right or provision.

9. Territorial Restrictions. You will only use the Site in a manner consistent with this Agreement and any and all applicable local, state, national, and international laws and regulations. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Company reserves the right to limit the availability of the Site or any portion of its services to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Company provides.

10. Term and Termination of Agreement. This Agreement begins on the date you first access the Site and continues until terminated in accordance with this paragraph. Company reserves the right, without notice, without cause and in its sole discretion, to terminate your license to use the Site, and to block or prevent future access to and use of the Site.

11. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

VIII. ACKNOWLEDGED AND AGREED

BY CREATING AN ACCOUNT OR BY ACCESSING OR USING THE SITE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTAND THE TERMS, CONSENT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, AND REPRESENT AND WARRANT THAT YOU ARE CURRENTLY AT LEAST 13 YEARS OLD.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, DO NOT ATTEMPT TO USE THE SITE IN ANY MANNER AND LEAVE NOW!