CONTENT GALLERY AGREEMENT

Sukha LLC dba BikesUp has established the web site "www.bikesup.com" and subsequent pages referred to as CONTENT GALLERY to receive CONTENT (the "Images, Articles, and/or Information") from individuals (the "Content Authors") and to display and make that content available to visitors to the web site (the "Content Viewers"). This BIKESUP.COM CONTENT AGREEMENT (the "Agreement") confirms the terms and conditions upon which an Content Author may submit content to the CONTENT GALLERY and the terms and conditions upon which an Content Viewer may use Content taken from the CONTENT GALLERY.

BEFORE ACCESSING THE CONTENT GALLERY, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY SUBMITTING CONTENT OR CLICKING ON THE "I ACCEPT" BUTTON, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT AND THOSE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SUBMIT OR ACCESS CONTENT TO THE CONTENT GALLERY.

1. CONTENT

All Content submitted to the CONTENT GALLERY must be relevant to the concept of BIKESUP.COM will have complete discretion as to whether and how long Content is displayed in the CONTENT GALLERY. BIKESUP.COM reserves the right to alter any Content submitted for the CONTENT GALLERY.

2. AGREEMENT OF CONTENT AUTHORS

Content Author has the right from at any time to submit one or more Contents for display in the CONTENT GALLERY. By submitting Content to the CONTENT GALLERY, the Content Author grants to BIKESUP.COM a perpetual non-exclusive, royalty-free and irrevocable right to place that Content in the CONTENT GALLERY and to use, reproduce, copy, publish, display, distribute, adapt, modify or otherwise exploit that Content and to incorporate that Content in other works and to sell, license or otherwise commercially utilize that Content. By submitting Content to the CONTENT GALLERY, the Content Author warrants to BIKESUP.COM that: the Content Author has read and is bound by the terms of this Agreement; the Content Author is at least 18 years old and is a CONTENT PROVIDER; the Content Author owns and has the legal right to submit the Content to the CONTENT GALLERY and to grant to BIKESUP.COM the rights to the Content described in this Agreement; the Content Author has obtained all required releases from any persons who are recognizable in the Content and from any persons who have provided any materials appearing in the Content; BIKESUP.COM's copying, publishing, displaying or otherwise utilizing the Content will not infringe upon the rights of any other party; the Content Author waives any rights of attribution, integrity or otherwise with respect to BIKESUP.COM's copying, publishing, displaying or otherwise utilizing the Content; the Content Author agrees that BIKESUP.COM may use the Content Author's name in publicity or advertising of the Content without compensation to the Content Author; and the Content Author recognizes that BIKESUP.COM has no liability for any unauthorized use of the Content by third parties.

Failure to abide by any part of this section as a Content Author, at the discretion of Sukha LLC, may result in the unilateral revocation of privileges associated with PREMIUM SERVICES WITHOUT REFUND OF ANY SUBSCRIPTION FEES.

3. AGREEMENT OF CONTENT VIEWERS

Content Viewer has the right at any time to access, view, store or reproduce any Content displayed in the CONTENT GALLERY for that Content Viewer's personal use. Content Viewer may not, however, publish, display, sell, license or otherwise commercially utilize any Content obtained from the CONTENT GALLERY or incorporate that Content in any other works. The Content Viewer acknowledges that BIKESUP.COM is not responsible for the content of any Contents and will not be responsible if the Content Author who submitted Content to the CONTENT GALLERY was not authorized to do so.

4. INDEMNIFICATION

Each individual accessing the CONTENT GALLERY (whether as Content Author or Content Viewer) will indemnify and hold BIKESUP.COM harmless from any loss, liability, damage or expense (including attorney fees) suffered or incurred by BIKESUP.COM as a result of a breach of his/her warranties or commitments in this Agreement.

5. DISCONTINUANCE OR CHANGE OF CONTENT GALLERY

BIKESUP.COM reserves the right, in its discretion, to modify or discontinue the CONTENT GALLERY at any time for any reason.

6. MODIFICATION OF TERMS OF SERVICE

BIKESUP.COM reserves the right, in its discretion, to modify the terms and conditions of this Agreement at any time by posting such modifications in the CONTENT GALLERY. Any Content Author who thereafter submits Content to the CONTENT GALLERY and any Content Viewer who thereafter accesses the CONTENT GALLERY to view Contents will be bound by such posted modifications.

7. APPLICABLE LAW JURISDICTION

This Agreement is being made under and will be interpreted in accordance with the laws of the State of Utah. The exclusive jurisdiction and venue for any action to interpret or enforce the terms of this Agreement shall be a State or Federal Court in the State of Utah and BIKESUP.COM and each Content Author and each Content Viewer expressly consents to that exclusive jurisdiction and venue.