2.2. The Content Provider authorizes the Partner to advertise items purchased at RMCSS in advertising, press releases, marketing materials and periodic newsletters to the Partner's subscriber base.

3. Partner Obligations

3.1 Partner Obligations – Internet & Print Rights –

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, independent contractors, affiliates, distributors, representatives and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.

• If The Partner publishes copyrighted material by RMCSS by cutting and pasting from Reel Movie Critic’s retail web site, the Partner agrees to reimburse RMCSS at the rate of 52 times the rate of the current "one at a time" price sheet rate, plus reasonable collection fees. Published materials are only to be acquired from the RMCSS site. Obtaining information other than purchasing from RMCSS is considered plagiarism. From time to time, RMCSS will purchase papers and visit web sites to monitor compliance with accepted guidelines as to what constitutes plagiarism and fraud.

• Reviews are for a single publication, single edition, for one time use only. If a paper has multiple editions, the price is the same for each edition unless separately agreed to in writing by RMCSS. As each situation is unique, any changes in this price structure will be reviewed on a case by case basis.

• One time use allows The Partner to publish purchased items both on the Internet and in print media within 30 days.

• Sending tear sheets of published articles in print media to The Content Provider is desired but not required. Tear sheets that are received by The Content Provider will periodically be forwarded to the publicists hired by the studios that produce movies that we review. This may enhance the probability of additional ad sales by The Partner. Tear sheets should be sent to Reel Movie Critic Syndication Services, PO Box 550, Round Lake, IL  60073.

• Prices are subject to change with 30 days notice. Notice will be sent via email and prominently posted on the web site.

• At the option of RMCSS, the Rebate Program can be terminated with 90 days notice. The rate can be changed with 90 days notice. To qualify for the current rebate percentage, a minimum of 12 purchases must be made by The Partner in each calendar quarter (e.g. July through September). Rebates will be paid by the 30^th of the month following the end of the quarter, as long as the amount due is $10.00 or more. If less, it is carried over until $10.00 is earned or the agreement is terminated. Go here for more details on the Rebate Program.

• Photos are provided via image links to other sites or are image files embedded within the zipped movie review/interview. For some celebrity interview photos, the picture is taken and owned by RMCSS or the writer. In all cases, the images are to be used for publicity purposes only and should never, under any circumstances, be sold.

• When using a link provided by RMCSS to sites such as Internet Movie DataBase (IMDB), Rotten Tomatoes (RT), etc., The Partner agrees to the terms and conditions as provided on the site they are using.

• Images owned by RMCSS that are used with celebrity interviews will be provided at no charge when the interview is purchased.

• Purchases are made via PayPal, Checks or Money Order, Electronic Funds Transfer (EFT) or credit cards directly from us. RMCSS reserves the right to change this in the future.

• Our return policy is 30 days no questions asked. That said, we’d like to know, so if there is a problem or an area requiring improvement, we can implement changes. For subscription terminations, you get a full refund up to 30 days and a partial refund of the entire unused subscription portion after that.

• All items offered are copyrighted by RMCSS and are to be used for publicity purposes only. Nothing is to be resold without the express, prior written permission of RMCSS.

• RMCSS will not sell to competitors in your local geography. This is implemented only when you advise us of the applicable zip codes within 10 business days of registering to purchase from us or within 10 business days after you enter a market.

• Writing and photo credits are to be provided for movie reviews, celebrity interviews and all movie related articles purchased from RMCSS. For example, "Helen Wall at Reel Movie Critic.com."

5.2. Termination Prior to Expiration of Initial Term. During the Initial Term, this Agreement may be terminated only if an event of default occurs, consisting of only the following:

7.3 Governing Law.

All notices, authorizations, and requests in connection with this Agreement will be deemed given as of today.

8. Relationship of Parties

Neither this Agreement, nor any terms and conditions contained herein may be construed as creating or constituting a joint venture or agency relationship or as granting a franchise.

This Agreement, together with each exhibit hereto, which is incorporated herein by this reference, embodies the entire Agreement between the parties and supersedes all previous and contemporaneous Agreements, understandings and arrangements, with respect to the subject matter hereof, whether oral or written. Only a written instrument duly signed by authorized representatives of the Partner and The Content Provider may amend this Agreement. It is expected that written instruments will normally be exclusively via email. Acceptance of the terms and conditions of this User Agreement will be time stamped by printing the document and attaching the appropriate approval emails as a cover page(s).

We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and web sites referred to in this document, as they may contain further terms and conditions that apply to you as a RMCSS user. Examples of this are the FAQ section and other tabs in the table of contents on the Home page.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated above, all amended terms shall be effective 30 days after they are initially posted on our site. Upcoming changes will be posted on the "Policy Updates" page.

In no event shall we or our employees, independent contractors, the principles of RMCSS or our suppliers, be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our web site, our service, or this agreement (however arising, including negligence). Some states do not allow the exclusion of limitation of incidental or consequential damage, so the above limitation or exclusion may not apply to you.

Our liability, and the liability of our employees, Contributors (our movie critics), the principles and suppliers, to you or any third parties in any circumstance is limited to a refund of what you purchased from RMCSS.

You agree to indemnify and hold RMCSS, principles, employees and Contributors harmless from any claim or demand (including attorney’s fees) made or incurred by any third party, due to or arising out of your breach of this Agreement, the documents it incorporates by reference, or your violation of any law or the rights of a third party relation to your use of the Service.

Electronic Communications

You agree that this Agreement constitutes "a writing signed by you" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Service, may be provided to you electronically. You agree to receive all Communication from RMCSS in electronic form. Electronic Communications may be posted on the pages within the RMCSS web site and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. RMCSS reserves the right but assumes no obligation to provide Communication in paper format.

In the event a dispute arises between the Partner and RMCSS, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and RMCSS agree that any controversy or claim at law or equity that arises out of this Agreement or RMCSS services ("Claims") shall be resolved in accordance with one of the subsections below, or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, RMCSS strongly encourages users first to contact RMCSS directly to seek a resolution. RMCSS will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

16.1 Arbitration

For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or RMCSS agree to resolve the dispute through binding arbitration. This arbitration shall be conducted by telephone, on-line, and/or based solely upon written submissions, where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association, in accordance with their applicable rules, or any other established ADR (Alternate Dispute Resolution) provider mutually agreed upon by the parties. Any judgment or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

2. In the event of a dispute, both parties agree to use the American Arbitration Board under the rules of the state of Illinois.

16.3 Alternate Dispute Resolution

RMCSS will consider other alternative forms of dispute resolution, such as binding arbitration to be held in Lake County, Illinois or another location mutually agreed upon by the parties.

This Agreement is governed by and interpreted under the laws of the state of Illinois, Federal Northern District Court, USA, as such laws are applied to agreements entered into and to be performed entirely within Illinois by Illinois residents.

We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

You agree that this Agreement and all incorporated agreements may be automatically assigned by RMCSS, in our sole discretion, to a third party in the event of a merger or acquisition.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or to others does not waive our right to act in respect to subsequent or similar breaches.

This Agreement and the documents it incorporates set forth the entire understanding between us with respect to the subject matter hereof. The sections on Release, Limitation of liability, indemnity and Legal disputes shall survive any termination or expiration of this Agreement.