The MaxPreps Photographers' Network is an association of freelance photographers and photography copyright holders (hereinafter known as "Member") who have applied and been accepted to supply digital images of high school events for display and sale by MaxPreps, Inc (hereinafter known as �MaxPreps�). MaxPreps provides promotion and a venue for the public to view digital images supplied by Member. MaxPreps.com is the property of MaxPreps, Inc.

Newsworthiness, Public Interest. 
MaxPreps� Web site is a high school sports news and information publishing Web site. MaxPreps provides a venue for the display of newsworthy images of high school sports events by its Member photographers. MaxPreps� primary interest in the display of such images is to inform the public, through images, about high school sports events. The sale of photographic products or commercial licensing of images displayed on the MaxPreps site is incidental to the mission of MaxPreps to inform the public about high school sports though its data, editorial content and images.

License to Member. 
Subject to MaxPreps Editorial Rights (as listed below), MaxPreps grants Member a license to display photographs on MaxPreps.com, provided that photographs meet MaxPreps business and editorial standards.

Royalty Compensation. 
Upon the sale and shipment of Upon the sale and shipment of photo products, Member will earn a royalty fee based upon the Royalty Compensation Schedule, incorporated into this Agreement as Exhibit A (Royalty Compensation Schedule) .

Royalty Payment Dates. 
MaxPreps, at its discretion, will either mail a check or send an electronic funds transfer to Member�s bank account for royalty fees owed to Member by the 25th day of each month for photographic products sold and shipped during the prior month. Royalty fees owed on images that are commercially licensed through MaxPreps or a third party will be paid on the 25th of each month after MaxPreps has collected payment for use of licensed image(s). It is the Member�s responsibility to maintain accurate payment information. Returned/rejected royalties fees will be held for a maximum of six months, after which time they will be forfeited.

Photographic Product Pricing. 
MaxPreps shall set prices for photographic products and licenses sold through MaxPreps� Web site and MaxPreps� Partners. MaxPreps may change prices at any time for any reason. It is in MaxPreps� and the Member's interest that prices be set at such a level as to stimulate demand and to maximize revenue.

MaxPreps as Commercial Licensing Agent. Member grants MaxPreps the option to license images supplied to the MaxPreps site for commercial use. MaxPreps may use third parties to license Member�s images to commercial publications. For licensing compensation, refer to Exhibit A (Royalty Compensation Schedule) .

Use of Photos for Promotions, Web Site Display. 
Member grants MaxPreps a perpetual, non-exclusive and worldwide license for use of images in promotions and display for MaxPreps. This licensed use of images is granted by Member to MaxPreps to inform the public about high school sports, to assist with advertising and promotion in order to publicize MaxPreps to the public, and to enhance the appearance of MaxPreps� Web site and its publications, advertising and promotional materials. MaxPreps is also authorized by Member to provide a sub-license for the display of photographs by official high school sports governing bodies in connection with their publications.

MaxPreps Editorial Rights. MaxPreps may choose to edit, display and sell all, some or none of the images submitted by Member. MaxPreps reserves the right to selectively edit images to enhance image quality and increase marketability. MaxPreps may also crop and resize images to MaxPreps' determined optimum sizes. MaxPreps may place a watermark on digital images to discourage unauthorized duplication from the MaxPreps site.

Warranties of Member 
Member is the sole and exclusive owner of all images supplied to MaxPreps and of the right to license such images. The images supplied by Member do not knowingly infringe the copyright, trademark, right of privacy or the publicity rights of any entity and do not knowingly defame any third party.

No Liability for Unauthorized Use of Images. 
Member expressly acknowledges and agrees that MaxPreps shall not be liable to Member for the loss, theft or destruction of any image that is supplied to MaxPreps. MaxPreps shall promptly notify Member in the event that MaxPreps discovers unauthorized or infringing use of Member�s image. Upon receipt of such notice, Member shall control any legal action and shall notify MaxPreps, in writing, as to the manner in which Member will proceed in respect of such infringement. Member shall not have the right to cause MaxPreps to be joined as a plaintiff in any litigation concerning Member�s image.

Independent Contractors. 
Member is an independent contractor. Member takes photographs on their own account. MaxPreps does not assign Member to take photographs of particular events, or to photograph particular subjects. MaxPreps is not required to edit, display or sell images submitted to it by Member. Member may ask MaxPreps for advice on events, and MaxPreps may offer event suggestions to photographers, but under no circumstances is such advice or suggestions to be construed as an assignment. It is possible, and in some events likely, that multiple Members may take and submit images of the same event. MaxPreps may choose to use all, some or none of the images submitted by all, some or none of the Members from the same event.

Special Events. 
From time-to-time, MaxPreps may enter into exclusive or semi-exclusive photography agreements with event rights holders, such as state high school sports governing bodies, high school sports tournament owners or others. In such circumstances, or with other events as MaxPreps in its sole judgment deems appropriate, MaxPreps may offer certain Members an opportunity to enter into a Special Events agreement. Such Special Events agreements shall be separate and supersede this Member Agreement with respect to the Special Event referenced in the Special Events agreement between the Member and MaxPreps.

Expenses and Equipment. Member is solely responsible for their own expenses and for the provision of their own photographic equipment, computer equipment, software and connection to the Internet.

Disclaimer of Liability. 
MAXPREPS EXPRESSLY DISCLAIMS ANY LIABILITY FOR INJURY TO MEMBER, INJURY TO OTHERS CAUSED BY MEMBERS, FOR LOSS OF OR DAMAGE TO MEMBERS PROPERTY, INCLUDING PHOTOGRAPHIC EQUIPMENT, AND FOR LOSS OR DAMAGE OF PROPERTY OF OTHERS CAUSED BY MEMBER.

Consumer Identity. 
The identity of users who visit MaxPreps.com, and individuals who purchase photographic products from MaxPreps, are the sole and exclusive property of MaxPreps, Inc. and will not be disclosed to Member.

Accounts. 
Member will receive an account that may be accessed via the MaxPreps Web site via the Member's username and password assigned by MaxPreps. Upon accessing the account, the Member may create and edit galleries, upload digital photographs, create a MaxPreps Member homepage accessible to the public, and view their royalty compensation. MaxPreps may add other services for the use of Members that it believes will be beneficial to itself and its Members.

Confidential Information. 
Account passwords are to be held by Member as Confidential Information and shall not be disclosed to third parties. Member shall maintain the confidentiality of any Confidential Information that MaxPreps may provide to Member. Confidential Information means any information that is either designated as confidential by MaxPreps or that under the circumstances surrounding the disclosure, ought to, in good faith, be treated as confidential by Member, including, without limitation, information concerning MaxPreps� present and future business, marketing plans, date testing and research techniques, inventions, processes, practices, trade secrets, and like information. MaxPreps collects and stores personal information about Member for royalty payment and tax reporting purposes. This information includes mailing address, phone numbers and Social Security number. MaxPreps will take reasonable care to safeguard Member's private information, and will not disclose, or convey such information to third parties unless compelled by force of law.

Term. 
The term of this Agreement shall end on June 30th of each year. The Agreement will automatically renew on an annual basis, unless terminated by either party. MaxPreps will archive all galleries supplied by Member and will offer photographic products for sale for an indefinite period of time.

Termination. 
This agreement may be terminated by either party, with, or without cause, upon ten (10) days written notice to the opposite party. Upon termination, MaxPreps will forward any royalty fees due to Member within thirty (30) days of the termination date. Upon termination of the Agreement, MaxPreps will disable access to Member�s account and galleries on MaxPreps� Web site.

Governing Law. 
his Agreement shall be construed in accordance with and all disputes hereunder shall be governed by the laws of the State of California as applied to transactions taking place wholly within California between California residents without reference to that state's choice of law provisions.

Attorneys' Fees. 
In any action to interpret or enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys' fees incurred.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES.

GOVERNING LAW; ARBITRATION. 
This Agreement will be governed by the laws of the State of California without regard to its conflicts of law provisions. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Sacramento, California, in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of California, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any California court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award punitive or exemplary damages against any party.

Notices. 
Member should send notices to:
Director of Photography
CBS MaxPreps, Inc.
4080 Plaza Golderado Circle, Suite A
Cameron Park, CA 95682
Note: E-mail correspondence is a convenience but shall not be considered official notice under this agreement.

Changes to Agreement. 
MaxPreps retains the right to make changes to the terms of this agreement upon notice to Member. Such notice to Member may be in the form of e-mail, and/or a posting on the MaxPreps Web site. Such changes shall be effective thirty (30) days after such posting.