PLEASE READ CAREFULLY - BY CLICKING THE "Join InstantSubtitles.com" BUTTON YOU ARE ENTERING INTO A LEGAL CONTRACT WITH EBIZPA LLC.

This EBIZPA LLC Agreement ("Agreement") is made and effective on today's date ("Effective Date") by and between EBIZPA LLC, a Pennsylvania limited liability corporation with a mailing address of PO Box 111, Marysville, PA 17053 ("EBIZPA") and you ("Creator").

EBIZPA is in the business of providing an online data processing service ("Platform") for digital audio and video data and Creator desires to utilize EBIZPA's Platform.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:

1. DEFINITIONS

A. As used in this Agreement, the following terms have the following definitions:

      "Agreement" means this agreement.

      "Creator" means you, the developer.

      "Creator Content" means the digital audio data, digital video data, and other digital content that is owned or licensed by Creator.

      "EBIZPA" means EBIZPA LLC, the company that owns and operates InstantSubtitles.com.

      "Effective Date" means the date and time that the "Join InstantSubtitles.com" button was clicked.

      "Output Data" means the data produced by the Platform from Creator Content.

      "Platform" means the InstantSubtitles.com data processing service provided by EBIZPA, including the features and functionality of EBIZPA's software and systems as of the Effective Date and as is subsequently added, removed or disabled by EBIZPA.

      "Services" means the uploading, downloading, converting, integrating and any other actions performed upon or with Creator Content by the Platform.

2. DESCRIPTION OF SERVICES

A. EBIZPA will convert Creator Content into Output Data and make the Output Data available to Creator. Creator understands and agrees that Output Data may not be suitable for use by Creator. Payment for Output Data is due whether or not Creator deems the Output Data to be suitable for use by Creator.

B. As set forth below, EBIZPA is granting to Creator a license to use the Platform and all Services provided by the Platform.

C. EBIZPA will provide Creator with technical support via email for the Platform and all Services provided by the Platform.

D. EBIZPA will not host or serve Creator Content. All Creator Content will be hosted or served by the Creator, or from a 3rd-party hosting or service provider.

3. LICENSE

A. Subject to the terms and conditions of this Agreement, EBIZPA hereby grants to Creator, and Creator hereby accepts from EBIZPA, a non-exclusive, nontransferable, revocable license to use the Platform for purposes set forth herein. Except as expressly permitted by EBIZPA, Creator shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform in any way; (ii) modify or make derivative works based upon the Platform; (iii) reverse engineer, decompile, modify, translate, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon Creator's access to or usage of the Platform; (iv) rent, lease or otherwise transfer rights to any aspect of the Platform; or (v) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Platform.

B. Creator agrees that upon termination or expiration of this license, Creator shall no longer have the right to use the Platform.

C. This license shall terminate automatically upon the termination or expiration of this Agreement.

4. TERM

A. The Services set forth herein shall start on the Effective Date and continue until terminated by either party, for any reason whatsoever and with or without cause, by giving notice to the other party by email.

B. Creator can terminate by sending a notice of termination to .

C. EBIZPA can terminate this agreement by sending a notice of termination to the email address that Creator provides to EBIZPA as the appropriate Creator contact. It is Creator's responsibility to ensure that contact information is current and accurate.

5. PAYMENT TERMS

A. Creator shall pre-pay EBIZPA an agreed upon amount, based on the Pricing Table below, to use the Services provided by the Platform.

Pricing Table:
• Subtitle generation is priced at $0.02 per minute of audio or video source material, with a 3 minute ($0.06) minimum per job.

B. Refunds shall not be issued by EBIZPA for unused Services or unused Output Data.

6. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

A. Each party warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations will not violate any applicable U.S. laws or regulations or cause a breach of any agreements with any third parties.

B. EBIZPA warrants that it will operate the Platform in a manner consistent with industry standards reasonably expected in a similar business. In the event of EBIZPA’s breach of this warranty, Creator's sole remedy will be to terminate the Agreement as per Section 4(B). Moreover, the total liability of EBIZPA for all claims arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid by Creator to EBIZPA in the twelve (12) months preceding the claim. This limitation of liability is cumulative and not per incident.

C. Except for the express warranty as set forth in Section 6(B), the Platform and Services are provided on an "AS IS" basis and EBIZPA disclaims ALL OTHER EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF EBIZPA HAS BEEN INFORMED OF SUCH PURPOSE. CREATOR AGREES THAT EBIZPA SHALL NOT IN ANY EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC LOSS ARISING UNDER THIS AGREEMENT OR IN CONNECTION THE SERVICES, PLATFORM OR CREATOR CONTENT.

D. EBIZPA does not and cannot control the flow of data to or from the Platform or within any portion of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt EBIZPA's or Creator's connections to the Internet (or portions thereof). Although EBIZPA will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, EBIZPA cannot guarantee that such events will not occur. Accordingly, except to the extent of the express warranties set forth in this Agreement, EBIZPA disclaims any and all liability resulting from, or related to, such events.

7. CONTENT AND INDEMNIFICATION

A. Creator shall not use the Platform or Services to encourage conduct that would be considered a criminal offense or bring forth civil liability, violate any law, or is otherwise inappropriate.

B. Creator Content that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, shall not be used with the Platform unless Creator is the owner of such rights or has permission from the rightful owner to use such content.

C. Creator agrees to indemnify and hold harmless EBIZPA, its officers, directors, employees, and agents from and against any claims, actions, demands, liabilities, judgments, and settlements, including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, Creator’s misuse of the Platform, violation of this Agreement, or the infringement by Creator of any intellectual property or other rights of any person or entity through the use of the Platform or Services. This indemnification will also cover the improper or illegal use of the Platform and any actions that breach the terms set forth in this Agreement regarding the use of Creator Content.

8. OWNERSHIP

A. Creator retains all right, title and interest in and to Creator Content and Output Data, and all intellectual property rights related to Creator Content and Output Data.

B. EBIZPA retains all right, title and interest in and to the Platform and any materials created, developed or provided by EBIZPA, in connection with this Agreement, including all intellectual property rights related to each of the foregoing.

C. Creator is not required to provide any feedback or suggestions to EBIZPA. To the extent Creator does provide any such feedback or suggestions, Creator agrees to assign and hereby does assign all right, title and interest in and to such feedback or suggestions to EBIZPA.

9. MISCELLANEOUS

A. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the least extent necessary to make it valid and enforceable, preserving to the fullest extent permissible the intent of the parties.

B. Assignment. Neither this Agreement, nor any right or license under this Agreement may be sublicensed, assigned or otherwise transferred by Creator without EBIZPA's prior written consent.

C. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute only one and the same instrument.

D. Law to Govern and Arbitration. The construction, interpretation and performance of this Agreement and all transactions related thereto shall be governed by and construed in all respects in accordance with the laws of the Commonwealth of Pennsylvania, U.S.A., without giving effect to the principles of conflicts of law thereof. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in New Bloomfield, Pennsylvania and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, EBIZPA may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

E. Agreement. EBIZPA may modify this Agreement at its sole discretion and EBIZPA shall have no obligation to apprise Creator of changes to the Agreement. EBIZPA's then current Agreement shall be the agreement that governs the rights and obligations of the parties. Creator may terminate this Agreement upon notice should it not agree with the revised terms and conditions.

F. Publicity. EBIZPA may use Creator's name and logo in marketing materials as it deems appropriate.

G. Notice. Any notice or communication required or permitted to be given hereunder may be sent to the email address referenced in Section 4(B).

H. Relationship of Parties. EBIZPA and Creator are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.

I. Force Majeure. Neither party is responsible for delays due to causes or occurrences beyond its control including, but not limited to, civil disobedience, acts of God, casualty or accident, war, labor disputes, government actions, or the like.

J. Survival. Sections 6(C), 7(C) and 9(D) shall survive termination of this Agreement.