1. ACCEPTANCE

By using and/or visiting the WorkReel.com website (collectively, including but not limited to all Content, Uploads and User Submissions available through WorkReel.com, 'WorkReel', the website) you agree to the terms and conditions contained herin and the terms and conditions of WorkReel’s privacy policy incorporated herin, and all future amendments and modifications (collectively referred to as the 'Agreement'). By entering, you agree to be bound by these terms and conditions. If you do not agree to be bound the terms and conditions contained herein, then do not use WorkReel.com.

The terms and conditions of this Agreement are subject to change by WorkReel at any time in its sole discretion and you agree be bound by all modifications, changes and/or revisions. If you do not accept to be bound by any and all modifications, changes and/or revisions of this agreement, you many not use WorkReel.com.

The terms and conditions contained herein apply to all users of WorkReel whether a 'visitor' or a 'member' and you are only authorized to use WorkReel.com if you agree to abide by all applicable laws and be legally bound by the terms and conditions of this Agreement.

2. DESCRIPTION

The WorkReel website allows for uploading, sharing and general viewing various types of content allowing registered and unregistered users to share and view video’s, picture, audio and other images. In addition, WorkReel contains video content, information and other materials posted/uploaded by users. WorkReel allows its users to view the Content and Website subject to the terms and conditions of this Agreement.

The WorkReel website may also contain certain links to third party websites which are in no way owned or controlled by WorkReel. WorkReel assumes no responsibility for the content, privacy policies, practices of any and all third party websites. WorkReel cannot censor or edit the content of third party sites. You acknowledge that WorkReel will not be liable for any and all liability arising for your use of any third-party website.

WorkReel.com is for your personal use and shall not be used for any commercial endeavor except those specifically endorsed or approved by WorkReel.com. Any illegal and/or unauthorized use of WorkReel is prohibited including but not limited to collecting usernames and e-mail addresses for sending unsolicited emails or unauthorized framing or linking to the WorkReel website is prohibited.

v 3. CONDUCT

You acknowledge and agree that you shall be responsible for your own user submissions and the consequences of posting, uploading, publishing transmitting or other making them available on WorkReel. You agree that you shall not (nor others using your account) post, upload, publish, transmit or make available in any way on WorkReel content which is illegal, unlawful, harassing, harmful, threatening, tortuous, abusive, defamatory, obscene, libelous, invasive of one's privacy including but not limited to personal information, hateful, racial. You also agree that you shall not post, upload, publish, transmit or make available in any way on WorkReel software containing viruses or any other computer code, files, or programs designed to destroy, interrupt, limit the functionality of, or monitor, or persistently reside in or on any computer software or hardware or telecommunications equipment. You agree that you shall not (nor others using your account) post, upload, publish, transmit or make available in any way on WorkReel content which is intentionally or unintentionally violating any applicable local, state, national, or international law, or any regulations or laws having the force of law where you reside and elsewhere, including but not limited to any laws or regulations relating to securities, privacy, and export control; engage in, promote, You agree that you shall not (nor others using your account) post, upload, publish, transmit or make available in any way on WorkReel content depicting illegal activities, promote or depict physical harm or injury against any group or individual, or promote or depict any act of cruelty to animals; You agree not to use WorkReel in any way that exposes WorkReel to criminal or civil liability.

You agree that WorkReel shall have the right to determine in its sole and unfettered discretion, what action shall be taken in the event of any discovered or reported violation of the terms and conditions contained herein.

4. INTELLECTUAL PROPERTY

The Content contained on the WorkReel with the exception of User Submissions including but not limited to the text, software, scripts, graphics, music, videos, photos, sounds, interactive features and trademarks, service marks and logos contained therein, are owned by and/or licensed to WorkReel, subject to copyright and other intellectual property rights under United States, Canada and foreign laws and international conventions. Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. WorkReel reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, and/or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to disable, circumvent, or otherwise interfere with security related features of the WorkReel or features that prevent or restrict use or copying of any Content or enforce limitations on use of the WorkReel Website or the Content therein.

5. USER SUBMISSIONS

WorkReel permits the submission of video and other communications and the hosting, sharing and publishing of such user submissions. You understand that whether or not such User Submissions are published and/or uploaded, WorkReel does not guarantee any confidentiality with respect to any submissions.

WorkReel allows/permits you to link to materials on the Website for personal, non-commercial purposes only. More over, WorkReel provides an 'Embeddable Player' feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website, provided that you include a prominent link back to the WorkReel website on the pages containing the Embeddable Player. WorkReel reserves the right to discontinue any aspect of the WorkReel website at any time. In addition, you may not modify, build upon or block any portion of the Embeddable Player in any way.

You shall be solely responsible for any and all of your own User Submissions and the consequences of posting, uploading and publishing them. Furthermore, with User Submissions, you affirm, represent and/or warrant that:

you own or retain the necessary licenses, rights, consents, and permissions to use and authorize WorkReel to use all trademarks, copyrights, trade secrets, patents, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service; and you will not post, or allow anyone else to post, any material that depicts pornography or adult rated content.

You have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. For clarity, you retain all of your ownership rights in your User Submissions. By submitting the User Submissions to WorkReel, you hereby grant WorkReel a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the WorkReel Website and WorkReel’s (and its successor's) business, including without limitation for promoting and redistributing part or all of the WorkReel Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the WorkReel Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the WorkReel Website.

In submitting material (video or other communication), you further agree that you shall not:

submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant WorkReel all of the license rights granted herein;

publish falsehoods or misrepresentations that could damage WorkReel or any third party;

submit material that is obscene, illegal, unlawful, , defamatory, libelous, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;

post advertisements or solicitations of business;

Impersonate another person. WorkReel does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and WorkReel expressly disclaims any and all liability in connection with User Submissions. WorkReel does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and WorkReel will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. WorkReel reserves the right to remove Content and User Submissions without prior notice or delay WorkReel will also terminate a User's access to its Website, if they are determined to be an infringer. WorkReel reserves the right to decide in its sole and unfettered discretion, whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, obscene or defamatory material, or excessive length. WorkReel may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

You understand and acknowledge that when using WorkReel.com, you will be exposed to User Submissions from a variety of sources, and that WorkReel is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against WorkReel with respect thereto, and agree to indemnify and hold WorkReel, its Owners, affiliates, operators, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the website.

You agree that WorkReel may at its sole discretion have the right to refuse to publish, remove, or block access to any User Submission that is available via the Website or other WorkReel network or services at any time, for any reason, or for no reason at all, with or without notice.

WorkReel provides its website as a service to its users. However, WorkReel assumes no responsibility whatsoever for monitoring the WorkReel Services for inappropriate content or conduct. If at any time WorkReel chooses, in its sole discretion, to monitor the WorkReel Services, however, WorkReel assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content. WorkReel may review and delete any User Submissions that, in its sole judgment, violates this Agreement or may be otherwise offensive or illegal, or violate the rights, harm, or threaten the safety of any User or person not associated with the Website (collectively 'Inappropriate User Submissions'). You are solely responsible for the User Submissions that you make visible on the Website or to any third-party website via an embedded player provided by the Website or any other material or information that you transmit or share with other Users or unrelated third-parties via the Website.

6. POLICY

WorkReel abides by a ZERO TOLERANCE policy relating to any illegal content. Child Pornography, bestiality, rape, torture, snuff, death and/or any other type of obscene and/or illegal material shall not be tolerated by WorkReel. WorkReel shall not condone child pornography and will cooperate with all governmental agencies that seek those who produce child pornography.

7. FEES

You acknowledge that WorkReel reserves the right to charge for WorkReel services and to change its fees from time to time in its discretion. Further more, in the event WorkReel terminates your rights to use the website because of a breach of this Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

8. WARRANTIES

You represent and warrant that all of the information provided by you to WorkReel to participate in the WorkReel website is accurate and current and you have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of you hereunder.

As a condition to using the WorkReel, you must agree to the terms of WorkReel’s privacy policy and its modifications. You acknowledge and agree that the technical processing and transmission of the Website, including your User Submissions, may involve transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices. You further acknowledge and agree that other data collected and maintained by WorkReel with regard to its users may be disclosed in accordance with the WorkReel Privacy Policy.

9. WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THE WORKREEL WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WORKREEL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. WORKREEL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY

ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,

PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE,

ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,

ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR

ANY ERRORS OR OMISSIONSIN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WORKREEL WEBSITE. WORKREEL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WORKREEL WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WORKREEL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT WORKREEL SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL WORKREEL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY

ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,

PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE,

ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,

ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE,

ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR

ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WORKREEL WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ORNOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT WORKREEL SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

11. INDEMNITY

You agree to defend, indemnify and hold harmless WorkReel, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

your use of and access to the WorkReel Website;

your violation of any term of these Terms of Service;

your violation of any third party right, including without limitation any copyright, property, or privacy right; or

Any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the WorkReel Website.

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the WorkReel Website is not intended for children under 13. If you are under 13 years of age, then please do not use the WorkReel Website. Talk to your parents about what sites are appropriate for you.

12. ASSIGNMENT

The Terms and Conditions contained herein and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by WorkReel without restriction.

If any term, clause or provision of the agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.

13. GENERAL

You agree that: (i) the WorkReel Website shall be deemed solely based in California; and (ii) the WorkReel Website shall be deemed a passive website that does not give rise to personal jurisdiction over WorkReel, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and WorkReel that arises in whole or in part from your use of the WorkReel Website shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California. These Terms of Service, together with the Privacy Notice at http://www.workreel.com/privacypolicy.php and any other legal notices published by WorkReel on the Website, shall constitute the entire agreement between you and WorkReel concerning the WorkReel Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and WorkReel’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. WorkReel reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the WorkReel Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND WORKREEL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WORKREEL WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

14. DIGITAL MILLENNIUM COPYRIGHT ACT

A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you 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 physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

 Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

 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 the service provider to locate the material;

 Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;  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

 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.

DMCA related notices should be sent to: info@WorkReel.com with “DMCA” in the subject line of the email. You acknowledge that if you fail to comply with all of the requirements of this Section 14(A), your DMCA notice may not be valid.

B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:

 Your physical or electronic signature;

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

 A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and  Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Los Angeles, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, WorkReel may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at WorkReel’s sole discretion.