1. Your Acceptance A. By using, visiting, and/or uploading content to the NextAutos website (“NextAutos Website”) of Nextscreen Services, LLC, including its parent company, affiliates, successors and assigns (“Nextscreen”), you signify your agreement to the terms and conditions disclosed within this User Submission Upload Agreement (“Agreement”). B. The Agreement applies to all users of the NextAutos Website, including users who are also contributors of content of any kind, including, but not limited to, video and text, to Nextscreen through the NextAutos Website. C. Although we may attempt to notify you when changes are made to the Agreement, you are solely responsible for periodically reviewing the most up-to-date version located at (http://www.windingroad.com/uploadagreement). NextAutos may, in its absolute and sole discretion, modify or revise the Agreement and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. D. You acknowledge and recognize that you are entering into a valid and enforceable contract and that you will be bound by the terms and conditions disclosed in the Agreement. If you do not agree to the terms and conditions set forth herein, you should not use the NextAutos Website and understand that you will not be permitted to upload or otherwise submit any content to Nextscreen through the NextAutos Website. 2. General Use of the NextAutos Website Nextscreen hereby grants you permission to access and use the NextAutos Website as set forth in this Agreement, provided that: A. You agree not to alter or modify any part of the NextAutos Website, including but not limited to the Winding Road electronic magazine. B. You agree not to use the NextAutos Website for any prohibited commercial use, without the prior written authorization of NextAutos. Prohibited commercial uses include any of the following actions taken without the express approval of Nextscreen: • sale of access to the NextAutos Website or the Winding Road electronic magazine on another website; • use of the NextAutos Website or the Winding Road electronic magazine for the primary purpose of advertising/promoting your business/services or generating subscription revenue; and • any use of the NextAutos Website or Winding Road electronic magazine that Nextscreen finds, in its sole and absolute discretion, to be use Nextscreen’s resources or the User Submissions with the effect of competing with or displacing the market for the NextAutos Website or the Winding Road electronic magazine. C. Prohibited commercial uses do not include: • uploading User Submissions to the NextAutos Website to promote the exchange of ideas or to be primarily informative in nature; • any use that Nextscreen expressly authorizes in writing. D. In your use of the NextAutos Website or the Winding Road electronic magazine, you will otherwise comply with the terms and conditions of this Agreement and all applicable local, national, and international laws and regulations. E. Nextscreen reserves the right to discontinue any aspect of the NextAutos Website and the Winding Road electronic magazine at any time. 3. NextAutos Accounts A. In order to access some features of the NextAutos Website, including but not limited to uploading content of any kind to the NextAutos Website, you will be required to create a NextAutos account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Nextscreen immediately of any breach of security or unauthorized use of your account. B. Although Nextscreen will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Nextscreen or others due to such unauthorized use. 4. User Submissions and Conduct A. As a NextAutos account holder you may submit videos, text, photos, and other content collectively referred to as a "User Submission" or “User Submissions.” You understand that Nextscreen will not keep any User Submission confidential and will not prevent any User Submission from being publicly disclosed. B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Nextscreen to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions by Nextscreen for the NextAutos Website, for the Winding Road electronic magazine, and in compliance with this Agreement. C. For clarity, Nextscreen does not claim any ownership rights in any User Submissions. However, by submitting User Submissions to Nextscreen through the NextAutos Website, you hereby grant Nextscreen a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, sub-licenseable and fully transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions including, without limitation, promoting and redistributing, in whole or in part, the User Submissions and derivative works thereof in any media formats and through any media channels. D. In connection with User Submissions, you further agree that you will 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 submit the material and to grant Nextscreen all of the license rights granted herein. E. You further agree that you will not, in connection with User Submissions, submit material that is inaccurate, offensive, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or hateful, or is racially, ethnically or otherwise objectionable, or contrary to applicable local, national, and international laws and regulations. F. Nextscreen reserves the right to remove from the NextAutos Website any User Submission, in whole or part, that Nextscreen determines, in its sole and absolute discretion, violates any term or condition of this Agreement. G. Nextscreen does not endorse any User Submission or any opinion, recommendation, or advice expressed therein and expressly disclaims any and all liability in connection with the User Submissions. H. Nextscreen respects the intellectual property rights of others. Therefore, Nextscreen will remove, if properly notified under the Copyright Infringement Notification section below, each of the User Submissions that are alleged to infringe on another’s intellectual property rights. 5. Account Termination Policy A. Nextscreen reserves the right to terminate a user’s access to the NextAutos Website if that user is determined to be a repeat infringer of other intellectual property or otherwise repeatedly violates the terms and conditions of this Agreement. B. Nextscreen reserves the right to decide whether any User Submissions are inaccurate, offensive, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable, or contrary to applicable local, national, and international laws and regulations, with the exception of allegations of copyright infringement under the terms and provisions of the Digital Millennium Copyright Act as noted below, and may remove User Submissions and/or terminate a user’s ability to upload such content at any time, without prior notice and in its sole and absolute discretion. 6. 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 Nextscreen 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 address; • 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. You acknowledge that if you fail to comply with all of the requirements of the DMCA, 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 to Nextscreen containing the following information: • 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 preferably an electronic mail address, a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside of the United States, for the U.S. District Court for the Northern District of Texas, and a statement that you will accept service of process from the person who provided notification of the alleged infringement or an agent of such person. If a counter notice is received by Nextscreen, Nextscreen will send a copy of the counter notice to the original complaining party informing the complaining party that Nextscreen will replace the removed content or cease disabling that content not less than 10, nor more than 14, business days following receipt of the counter notice, unless Nextscreen first receives notice from the complaining party that such complaining party has filed an action seeking a court order to restrain Nextscreen from engaging in infringing activity relating to the material on Nextscreen’s system or network. 7. Warranty Disclaimer YOU AGREE THAT YOUR USE OF THE NEXTAUTOS WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, NEXTSCREEN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE NEXTAUTOS WEBSITE AND YOUR USE THEREOF. NEXTSCREEN MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE NEXTAUTOS WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE NEXTAUTOS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE NEXTAUTOS WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF NEXTSCREEN’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE NEXTAUTOS WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE NEXTAUTOS WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, ELECTRONICALLY MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE NEXTAUTOS WEBSITE. NEXTSCREEN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE NEXTAUTOS WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEXTSCREEN 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. 8. Limitation of Liability IN NO EVENT SHALL NEXTSCREEN, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE NEXTAUTOS WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF NEXTSCREEN’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE NEXTAUTOS WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE NEXTAUTOS WEBSITE BY ANY THIRD PARTY, AND/OR (V) 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, ELECTRONICALLY MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE NEXTAUTOS WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT 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 NEXTSCREEN SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE INACCURATE, OFFENSIVE, UNLAWFUL, HARMFUL, THREATENING, ABUSIVE, HARASSING, TORTIOUS, DEFAMATORY, VULGAR, OBSCENE, LIBELOUS, INVASIVE OF ANOTHER’S PRIVACY, HATEFUL, RACIALLY, ETHNICALLY OR OTHERWISE OBJECTIONABLE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The NextAutos Website is controlled and offered by Nextscreen from its facilities in the United States of America. Nextscreen makes no representations that the NextAutos Website is appropriate or available for use in other locations. Those who access or use the NextAutos Website from other jurisdictions do so at their own volition and are responsible for compliance with local law. 9. Indemnity You agree to defend, indemnify and hold harmless Nextscreen, 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: (i) your use of and access to the NextAutos Website; (ii) your violation of any term or condition of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property right, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the NextAutos Website. 10. Ability to Accept Agreement You affirm that you are either greater than or equal to 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 this Agreement and to abide by and comply with this Agreement. 11. Assignment This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Nextscreen without restriction. 12. General A. You agree that: (i) the NextAutos Website shall be deemed solely based in the State of Texas; and (ii) the NextAutos Website shall be deemed a passive website that does not give rise to personal jurisdiction over Nextscreen, either specific or general, in jurisdictions other than Texas. This Agreement shall be governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws principles. Any claim or dispute between you and Nextscreen that arises in whole or in part from the NextAutos Website shall be decided exclusively by a court of competent jurisdiction located in the State of Texas. B. This Agreement, and any other legal notices published by Nextscreen on the NextAutos Website, shall constitute the entire agreement between you and Nextscreen concerning the use, visitation, and uploading of content to the NextAutos Website. C. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. D. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Nextscreen’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Nextscreen reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of the NextAutos Website following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.