New Artist Sign Up - Artist Agreement

SUBMISSION AGREEMENT

INTRODUCTION. The following is a brief overview (in plain English) of the terms and conditions under which submissions to ListenSmart.com will be accepted. In general, by submitting musical and/or other materials to us and agreeing to the terms and conditions set forth below, you are giving us the nonexclusive right (i.e., you can grant similar rights to others at any time) to use those materials on and as part of our websites (e.g., to include your materials in our database which we make freely available over the World Wide Web) as well as the right to make certain other uses of your submitted material. Our right to so use your materials will continue until you notify us in writing of your desire to end the agreement. After this time period ends, we will remove your materials from our websites, except that we shall continue to have the right forever to use your name and likeness on our websites solely in connection with the promotion and marketing of our business (e.g., we can refer to you as a former member of ListenSmart.com). We reserve the right to make changes to this agreement in the future but any changes would not apply to you unless you accept those changed terms.

AGREEMENT. This is a legal agreement between you (either an individual artist or the legal authorized representative of a group artist) and ListenSmart.com ("ListenSmart") regarding uploading certain of your audio and other materials to the ListenSmart.com website or any successor(s) thereto (the "ListenSmart Site(s)") and ListenSmart's use of such materials. If you are agreeing on behalf of a group artist to be bound by the terms of this agreement, each reference to "you" in this agreement shall refer to each member of the group or the group as a whole, as applicable. BEFORE YOU CLICK ON THE "I AGREE" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I AGREE" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT UPLOAD ANY MATERIALS TO THE LISTENSMART SITE(S). 1. Term. The term ("Term") of this agreement shall commence on the date that your "Artist Materials" (defined below) are initially uploaded to any ListenSmart Site(s) and shall continue thereafter until either you or ListenSmart terminates this agreement in writing. To the extent the Term is terminated by you, the permissions listed in the grant of rights section below shall terminate upon ListenSmart's actual receipt of such notice, provided that ListenSmart shall have a up to thirty (30) days to remove the Artist Materials from the ListenSmart Site(s). To the extent the Term is terminated by ListenSmart, the agreement will terminate upon your actual receipt of such notice or three days after ListenSmart has sent a notice of termination to the e-mail address set forth below. In connection with any such termination of the Term, the parties agree to cooperate in providing an orderly termination of their relations. 2. Ownership. You shall at all times retain all right, title and interest in and to the Artist Materials provided by you hereunder (including, without limitation, the copyrights therein and thereto), subject to the non-exclusive rights granted to ListenSmart under this agreement. You are free to grant similar rights to others during and after the Term of this agreement. 3. License to use Artist Materials. You hereby grant to ListenSmart permission, on a non-exclusive basis, during the term throughout the universe, to do the following things: (i) to prepare and encode Artist Materials, or any portion thereof (including sound clips) for digital transmission and the making of digital phonorecord deliveries (i.e., downloads) in any format and by any means now known or hereafter devised; and (ii) to display, copy, reproduce (and to mechanically reproduce each musical composition included in the Artist Materials), exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, distribute through any electronic means (including analog and digital), electronically publish and synchronize with visual images any or all of the Artist Materials, including any portion thereof, and to include them in compilations for such purposes, by any and all means and media now known or hereafter devised (for avoidance of doubt, the rights granted to ListenSmart hereunder include the rights to make the sound recordings and musical compositions included in the Artist Materials available as digital audio transmissions [e.g., streaming formats such as Real Audio] and as digital phonorecord deliveries [e.g., downloadable formats such as MP3]) . As used in this agreement, the term "Artist Materials" means (A) sound recordings and/or audiovisual works of your vocal and/or instrumental performances, (B) the musical compositions (i.e., songs, lyrics) embodied in those recordings and works, and (C) your name(s) (including professional names), trademarks, tradenames, likenesses, photographs, biographical materials, artwork, liner notes, and other graphical or textual materials that you upload to ListenSmart. 4. Name and Likeness. You hereby grant to ListenSmart permission, on a non-exclusive basis, during the Term throughout the universe, to use your name(s), group name, approved photograph and/or likeness(es) and approved biographical materials solely in connection with the distribution, exploitation, promotion, marketing and advertising of the Artist Materials and the ListenSmart Site(s). After the Term, ListenSmart shall have the right in perpetuity to use your name(s), group name, approved photograph and/or likeness(es) and approved biographical materials solely in connection with the promotion and marketing of ListenSmart and/or the ListenSmart Site(s), unless specifically petitioned in writing otherwise by the artist. You also agree not to assert any privacy, publicity, moral or similar rights held by you (and any other person(s) whose performances are embodied in the Artist Materials) under the laws of the United States and any other country in connection with the exploitation of such materials. 5. Payment. Unless otherwise agreed between you and ListenSmart in writing, the permission granted above to ListenSmart for the distribution of Artist Materials under this agreement shall be royalty free, as long as ListenSmart does not charge users of the ListenSmart Site(s) a fee for access to such Artist Materials. 6. Representations and Warranties. You represent and warrant that: (a) you have the full right and power to enter into and perform this agreement and to grant ListenSmart all rights to use the Artist Materials as contemplated in this agreement, (b) you have secured all necessary third party consents and permissions, if any, required in order for you to enter into and perform this agreement and to grant ListenSmart all rights to use the Artist Materials as contemplated in this agreement (including, without limitation, consents and permissions from music publishers, recording companies, performers and owners of any samples that are used in the Artist Materials), (c) the Artist Materials (and ListenSmart's use thereof as contemplated under this agreement) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party, (d) all information that you have or will provide to ListenSmart is true and complete, (e) the Artist Materials do not and will not violate any law, statute, ordinance or regulation, (f) the Artist Materials do not and will not be defamatory, trade libelous, pornographic or obscene, (g) the Artist Materials do not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, and (h) if any member of your group is a minor, you hereby warrant that you have the legal right to execute this agreement on behalf of the minor artist and guarantee such person's performance of the terms of this agreement. These warranties shall survive any termination of this agreement. 7. Third Party Payments. You shall be responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with the Artist Materials, including, without limitation, any applicable union and/or guild payments, "sample" or "replay" licenses or payments, and mechanical, synchronization or public performance royalties. 8. Indemnity. You agree to indemnify, reimburse and hold ListenSmart and its officers, directors, representatives, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, costs and expenses (including reasonable legal fees and court costs) arising out of or related to any breach of your representations and warranties and/or any breach of any other provision hereof. 9. ListenSmart's Performance. (a) You acknowledge that the operation of the ListenSmart Site(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and ListenSmart shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the ListenSmart service. There are no assurances whatsoever that any of the Artist Materials shall actually be utilized on the ListenSmart Site or if so utilized continue to be available for any particular time. The ListenSmart Site may be discontinued at any time, with or without reason. (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LISTENSMART DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (1) UNINTERRUPTED OR CONTINUOUS AVAILABILITY OF THE LISTENSMART SITE, AND (2) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE LISTENSMART SITE AND ANY SERVICES PROVIDED BY LISTENSMART HEREUNDER. 10. No Liability For Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LISTENSMART BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LISTENSMART SITE, EVEN IF LISTENSMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. Miscellaneous. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. THE SOLE VENUE AND JURISDICTION FOR DISPUTES ARISING FROM THIS AGREEMENT SHALL BE THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN MARYLAND AND YOU AND LISTENSMART BOTH IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. ListenSmart shall have the right to assign this agreement to any person or business entity into which it has merged or which has purchased all or substantially all of its business, stock or assets. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed as writings) and sent to the address set forth below for each party. This agreement sets forth the entire understanding and agreement of the parties as to this agreement's subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter. It may be changed only by writing signed by both parties (e-mail headers and/or plaintext signatures on e-mail messages shall be deemed signatures) which specifically refers to the parties' intent to amend this agreement.

I HAVE READ THE ABOVE AND AGREE TO BE BOUND BY THE LISTENSMART.COM MUSIC SUBMISSION AGREEMENT:

I am over 18 years of age: No Yes