TERMS AND CONDITIONS FOR PROMOTEMYSONG.COM

1. Introduction:

Congratulations and welcome to Promotemysong.com. Promotemysong.com is a state of the art website designed for the new digital generation. Our goal is to provide a vibrant community for new and aspiring artists to promote their talents to the music industry and within the community. Our site will also provide music industry professionals with a chance to listen and communicate with up and coming artists. We provide a wide range of genres to cover all Artists’ tastes. The site and services are changing rapidly to ensure that we provide you with the most enjoyable experience possible. We hope you enjoy your experience with Promotemysong.com.

The services offered by Promotemysong.com includes or will include the following: www.promotemysong.com website (the “PMS Website”); uploading audio and video files; music industry feedback; cataloging your profile; database of music related industry leaders; communication among artists and members; e-commerce capabilities; audio and ring tone downloads; online web based recording studio; and any other features, content, applications, promotions and exchange of music and talent to be offered from time to time by Promotemysong.com in connection with the PMS Website (collectively, the “PMS Services”).

The PMS Website will also enable Members and Artists to view each others’ profiles; communicate with Artists and music industry representatives; share music, photos, and information; post journals and comments; and describe their interests and intentions. Members and Artists may display, at their discretion, personal information and music files to other individuals on the PMS Website, which allows them to identify each other and expand their opportunities to promote their music and find new talent in which they may have an interest. Promotemysong.com Members can change their profile information at any time and control how other individuals can communicate with them.

Promotemysong.com is engaged in creating a vibrant community of undiscovered artists, music lovers, and music industry professionals. Its desire is to create a platform for aspiring musicians and artists in the music and entertainment industry to promote and publicize their creative work. Promotemysong.com envisions that additional services will be provided in the near future to assist the aspiring artist and music industry in maximizing exposure and discovering new talent. Stay tuned to Promotemysong.com for new and exciting features.

Promotemysong.com is open to the general public, but also offers several levels of memberships. These memberships include a Bronze, Silver, Gold, Platinum, and Vault status.

Free Membership status includes the following: ♦ 100 MB Storage ♦ Bio Page ♦ Upload, View, & Share Videos ♦ Upload, Listen, & Share Music ♦ Blogs ♦ Chat ♦ News ♦ Collaboration Center ♦ Message Center ♦ Access to Industry Services ♦ Voting Privileges ♦ Events.

Silver Membership status includes all services in the Free Membership status, in addition to the following: ♦ 250 MB Storage ♦ Step-by-Step Artist Development Process on the Business side ♦ Bio Rotation on genre specific pages ♦ Digital Distribution ♦ Upgraded services affiliates contacts.

Gold Membership status includes all services under the Silver Membership status, in addition to the following: ♦ 500 MB Storage ♦ Video and Bio rotation ♦ Upgraded services affiliates contacts.

Platinum Membership status includes all services under the Gold Membership status, in addition to the following: ♦ 750 MB Storage ♦ Upgraded services affiliates contacts.

Vault Membership status includes all services under the Platinum Membership status, in addition to the following: ♦ 1 G Storage ♦ Access to Booking information ♦ Featured Artist Bio and Video ♦ Upgraded services affiliates contacts.

2. General Provisions

Promotemysong.com is owned and operated by E-Global Promotions, LLC, which is a duly licensed limited liability company under the laws of the state of Florida. All references to Promotemysong.com shall also apply to E-Global Promotions, LLC. From hereinafter, all references to Promotemysong.com and E-Global Promotions, LLC shall be to the “Company.” Unless explicitly stated otherwise, any current, updated, and new products and services including the addition of new properties to the PMS Website and PMS Services shall be subject to the term and conditions in this Agreement. Additionally, this Agreement sets forth the legally binding terms for your use of the PMS Website and PMS Services. You agree to be bound by this Agreement, whether you are a Member, Artist, or any other user designation.

You are only authorized to use the PMS Website and PMS Services (regardless of whether your access or use is intended) if You agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully. If You do not agree with it, You should leave the PMS Website and discontinue use of the PMS Services immediately. If You wish to become a Member, communicate with other Members or Artists and make use of the PMS Website and PMS Services, You must read this Agreement, provide the required information, and indicate your acceptance during the registration process.

You represent that You have all necessary right, power, and authority to enter into and perform as required under this Agreement. Any violation of this Agreement may result in suspension or termination of your membership and access to the PMS Website and PMS Services. The Company reserves the right, at its sole discretion, to change, modify, or otherwise alter these terms and conditions and Agreement at any time. Such changes and/or modifications shall become effective immediately upon the posting thereof.

By accepting this Agreement, You agree to be bound by all future amendments or changes to this Agreement. It is your sole responsibility to review this Agreement each and every time You use the PMS Website and PMS Services to determine if any amendments or changes have been made.

3. Definitions:

For purposes of this Agreement, the following definitions apply:

“Member” and “You” shall mean any individual, partnership, company, or LLC that is a Bronze, Silver, Gold or Platinum Member.

“Bronze Membership” shall mean any Member that views or visits PMS Website or any affiliated website with the Company or uses PMS Services. Bronze Members shall pay any monthly Service Fee as set out in the fee schedule to PMS and are entitled to the services under a Bronze Membership.

“Silver Membership” shall mean a Member that has paid the monthly Service Fee as set out in the fee schedule to PMS and is entitled to the services under a Silver Membership.

“Gold Membership” shall mean a Member that has paid the monthly Service Fee as set out in the fee schedule to PMS and is entitled to the services under a Gold Membership.

“Platinum Membership” shall mean a Member that has paid the monthly Service Fee as set out in the fee schedule to PMS and is entitled to the services under a Platinum Membership.

“Artist” shall mean a Member who registers their music or provides promotional information about their music or talent with the Company.

“Service Fee” shall mean a monthly fee for use of the PMS Website and PMS Services. Service Fees are only required for Silver, Gold, and Platinum Members.

“Materials” shall mean all data, text, files, information, graphics, photos, profiles, audio and video clips, links, musical works, names, artwork, works of authorship, and other content posted on PMS Website by Members.

“PMS Material” shall mean all materials posted on Promotemysong.com, including: data, text, names, artwork, files, information, graphics, photos, profiles, audio and video clips, links, musical works, and works of authorship.

“PMS Services” shall mean the following: www.promotemysong.com website (the “PMS Website”); software, uploading audio and video files; music industry feedback; cataloging your profile; database of music related industry leaders; communication among artists and members; e-commerce capabilities; audio and ring tone downloads; a online web based recording studio; and any other features, content, applications, promotions and exchange of music and talent to be offered from time to time by Promotemysong.com in connection with the PMS Website

The “Company” shall mean e-Global Promotions, LLC, which is a duly licensed limited liability company under the laws of the state of Florida, the owner of Promotemysong.com.

“House Experts” shall mean in-house Company individuals with experience in the music and entertainment industry.

“Music Collaboration Center” shall mean a web studio with multi location user interface located on the PMS Website.

“Online Studio” shall mean an online web based recording studio located on the PMS Website.

“Heavyweights’ Feedback” shall mean an owner, employee, or agent of a record label, talent agency or an individual or group artist.

“Web Advertising Affiliates” shall mean any individual, company, partnership, or LLC that has entered into an advertising contract with the Company.

By using the PMS Materials and PMS Services on the PMS Website, You agree, without limitation or qualification, to be bound by, and to comply with, this Agreement and any other posted guidelines or rules applicable to the Company or any PMS Materials and PMS Services. All such guidelines and rules are hereby incorporated by reference into this Agreement. This Agreement includes the Company’s policy for acceptable use of the PMS Services and PMS Material posted on the PMS Website, your rights, obligations and restrictions regarding your use of the PMS Services and the Company privacy policy. In order to participate in certain PMS Services, You may be notified that You are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the PMS Services in which You choose to participate, those additional terms are hereby incorporated into this Agreement.

Use of the PMS Services is prohibited where there is a restriction or violation of the law or inconsistent with its intended use. By using the PMS Services and PMS Website, You represent and warrant that (a) all registration information You submit is truthful and accurate; (b) You will maintain the accuracy of such information; (c) You are fourteen (14) years of age or older; and (d) your use of the PMS Services and PMS Material does not violate any applicable law or regulation. Your profile may be deleted and your status as an Artist or Member may be terminated without warning, if we believe that You are less than fourteen (14) years of age.

Where there is mature or adult content on PMS Website or PMS Services, individuals who are less than eighteen (18) years of age or Members that are not permitted to access such content under the laws of any applicable jurisdiction may not access such content.

This Agreement shall remain in full force and effect while You use the PMS Services and PMS Material, are a Member or terminate PMS Services. Each Bronze, Silver, Gold, and Platinum Member shall pay a monthly Service Fee to the Company for use of the PMS Website and PMS Services. These Service Fees will be set forth on our fee chart, which will be published on the PMS Website. Changes in Service Fees will take place thirty days after being published on the PMS Website. These membership fees may be paid by credit card or Paypal. Service Fees will be set forth on our fee chart, which will be published on the PMS Website. Changes in Service Fees will take place thirty days after being published on the PMS Website.

Each Member shall and You agree to provide up-to-date credit card information and allow the Company to charge the monthly Service Fee each and every month, until terminated by the Company or terminated by You in writing. The Service Fee will be charged every thirty (30) days. The Company has the right to increase the Service Fee by providing thirty (30) days notice to each Member. Valid notice may be provided on the PMS Website. You may terminate your Membership at any time by providing the Company notice in writing, which will become effective thirty (30) days after receipt of notice of termination. To cancel your status as a Member, You must contact the Company agent in writing: Alex Ibanez, 719 East Losolas Blvd., Ft. Lauderdale, FL 33301. If you fail to make payment, the Company shall be entitled to recover those overdue payments, all attorneys’ fees, and expenses in the collection of that debt. The Company shall also have the right to terminate or suspend your membership.

7. Registration and Privacy:

Some of PMS Services will require the Member or Artist to register and provide certain personal data. In consideration of the use of PMS Services and PMS Material, and in registering and providing such data, you represent and warrant that the information about You is true, accurate, current, and complete as required by various Company registration forms and You will maintain and promptly update the registration data to maintain its accuracy

8. Password:

When You sign up to become a Member, You will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify the Company immediately if You suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. The Company will use reasonable measures to protect Member information that is stored within our database, and the Company will restrict access to Member information to those employees who need access to perform their job function, such as our customer service personnel and technical staff (see Privacy Policy). Please note that the Company cannot guarantee the security of Member or Artist information.

9. Privacy Policy:

The Company maintains its current Privacy Policy (See Privacy Policy). From time to time the Company may make changes to its Privacy Policy. If the Company makes changes, the Company will post them on the PMS Website to make Artists and Members aware of the changes, so Artists and Members will always be aware of what information the Company collects, how we use it, and when we may disclose it. Artists and Members are bound by any changes to the policy when she or he uses the site after those changes have been posted.

10. Advertising and Member Sales:

Ads appearing on the PMS Website may be delivered to Artists and Members by the Company or one of the Web Advertising Affiliates. The Company and Web Advertising Affiliates may set cookies. These cookies allow the ad server to recognize your computer each time they send you an online advertisement. The information allows an ad network to deliver targeted advertisements that they believe will be of most interest to You. The Company is not responsible for any of the actions of the Web Advertising Affiliates.

Member Pages may contain links to third party websites, including, without limitation, Member’s personal websites, where Members can purchase Member-related goods or services, including without limitations, merchandise, albums, and concert tickets. By creating such links on your profile, You agree to abide by the terms of the transaction and promptly fulfill all such orders. In addition, You acknowledge that You are entering into a direct transaction with the Member, and that the Company is not a party to the transaction. In no event shall You create a link to a third party website selling illegal items or items otherwise prohibited under this Agreement. The Company reserves the right to delete any links to offensive or illegal materials. The appearance of external hyperlinks does not constitute endorsement by the Company, its affiliates and subsidiaries of the opinions or views expressed by these linked websites and do not verify, endorse, or take responsibility for the accuracy, currency, completeness or quality of the content contained in those sites.

11. Non-Commercial Use by Members:

The PMS Services and PMS Material are for the personal use of Artists and Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by the Company. Artists and Members may download PMS Material and Material for their own personal use, provided that no copyrighted or patented PMS Material or Material is downloaded. Illegal and/or unauthorized use of the PMS Services, Member Material, and PMS Material, including collecting usernames and /or email addresses of Artists and Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the PMS Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Artists and Members profiles without notice and may result in termination of Member privileges. Appropriate legal action may be taken for any illegal or unauthorized use of the PMS Services.

12. Proprietary Rights in Material on PMS:

Except as hereinafter provided, the Company does not claim any ownership rights in the Material that You post to the PMS Services or on the PMS Website. After posting your Material to the PMS Website, You continue to retain all ownership rights in such Material, and You continue to have the right to use your Material in anyway you choose. By displaying or publishing any Material on or through the PMS Services or PMS Website, You hereby grant to the Company a license to use, modify, publicly perform, publicly display, reproduce, sell, and distribute such Material.

Without this license, the Company would be unable to provide the PMS Services. For example, without the right to modify Member or Artist Material, the Company will not be able to digitally compress music files that Members or Artists submit or otherwise format Material to satisfy technical requirements, and without the right to publicly perform Member or Artist Material, the Company could not allow Members to listen to music posted by Members or Artists. The license You grant to the Company is non-exclusive (meaning you are free to license your Material to anyone else in addition to the Company), fully-paid and royalty-free (meaning that the Company is not required to pay You for the use on the PMS Services of the Material that You post), sub-licensable (so that the Company is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the PMS Services), and worldwide (because the Internet and the PMS Services are global in reach). The license does grant the Company the right to sell your Material, and distribute your Material outside of the PMS Services.

You agree to grant the Company the right to a perpetual, world-wide, royalty free, irrevocable license to your Material to use, copy, sell for profit, modify, publish, edit, translate, transmit, publicly display, create derivative works, create compilations, publicly perform, and otherwise exploit such Material (specifically through streaming, podcasting, online/broadcast and satellite radio, and suggested play lists), to publish and promote your Material in connection with the PMS Service, PMS Website and any affiliates, to publish and promote your Material elsewhere within the Company or any Company website through links to the Company, and to sublicense such rights, all without any obligation to You, whether by way of compensation, attribution or otherwise. Such license shall apply with respect to any form, media, or technology now known or hereafter developed. The PMS Services contains Material of other Members and Artists. Except for Material posted by You, You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, or sell any other Member’s Material or PMS Material appearing on or through the PMS Services or PMS Website without written approval from the Company or the Member.

You represent and warrant that: (i) You own the Material posted by you on or through the PMS Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Material on or through the PMS Services does not violate the privacy rights, publicity rights, copyright, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Material posted by you to or through the PMS Services

The PMS Services contain PMS Material. PMS Material is protected by copyright, trademark, patent, trade secret and other laws, and the Company owns and retains all rights in the PMS Material, PMS Website, and the PMS Services. The Company hereby grants You a limited, revocable, non-sublicensable license to display the PMS Material (excluding any software code) solely for your personal use in connection with viewing the PMS Website and using the PMS Services.

13. Posted Material:

The Company may delete any Member Material that in the sole judgment of the Company violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person or Member. The Company assumes no responsibility for monitoring the PMS Services or PMS Website for inappropriate Material or conduct. If at any time the Company chooses, in its sole discretion, to monitor the PMS Services or PMS Website, the Company nonetheless assumes no responsibility for the Material, and no responsibility for the conduct of the Members or Artists submitting any such Material.

You are solely responsible for the Material that You post on or through any of the PMS Services or PMS Website, and any content or information that You transmit to other Members and Artists and for your interactions with other Members. The Company does not endorse and has no control over the Material. Material is not necessarily reviewed by the Company prior to posting and does not necessarily reflect the opinions or policies of the Company. The Company makes no warranties, express or implied, as to the PMS Material or Member Material or to the accuracy and reliability of the PMS Material or Member Material or any content or information that You transmit to other Members and Artists.

14. Prohibited Content and Activity:

The following is a list of the kind of content that is illegal or prohibited to post on or through the PMS Services or on the PMS Website. The Company reserves the right to investigate and take appropriate legal action against anyone who, in its sole discretion, violates the following provisions, including without limitation, removing the offending communication from the PMS Services and terminating the Member from the PMS Website and PMS Services. Prohibited content includes, but is not limited to content that, in the sole discretion of the Company:

a. offends or promotes racism, bigotry, hatred or physical harm of any kind against any groupor individual;

b. harasses or advocates harassment of another person;

c. exploits people in a sexual or violent manner;

d. contains nudity, violence, or offensive subject matter or contains a link to an adult website;

e. solicits personal information from anyone under eighteen (18);

f. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

g. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as uploading pirated computer programs or links to them, or uploading pirated music or links to pirated music files;

h. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming;”

i. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

j. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

k. solicits passwords or personal identifying information for commercial or unlawful purposes from other Members;

l. involves commercial activities and/or sales without prior written consent of the Company such as contests, sweepstakes, barter, advertising, or pyramid schemes;

m. includes a photograph of another person that you have posted without that person’s consent; or

n. for band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive content intended to draw traffic to the profile.

The following is partial list of the kind of activity that is illegal or prohibited on the PMS Website and through your use of the PMS Services. The Company reserves the right to investigate and take appropriate legal action against anyone who, in its sole discretion, violates this provision, including without limitation, reporting You to law enforcement authorities. Prohibited activity includes, but is not limited to:

a. criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

b. advertising to, or solicitation of, any Member to buy or sell any products or services through the PMS Services or PMS Website. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the PMS Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, the Company reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which PMS deems appropriate in its sole discretion;

c. covering or obscuring the banner advertisements on your personal profile page, or any PMS Website page via HTML/CSS or any other means;

d. interfering with, disrupting, or creating an undue burden on the PMS Services or the networks or services connected to the PMS Services;

e. attempting to impersonate another Member or person;

f. using the account, username, or password of another Member at anytime or disclosing your password to any third party or permitting any third party to access your account;

g. selling or otherwise transferring your profile;

h. displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for you performing any commercial activity on or through the PMS Services or PMS Website on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, or sending private messages with a commercial purpose;

i. you may not attempt to gain unauthorized access to PMS Services or PMS Website or assist others in making such an attempt;

j. using the PMS Services in a manner inconsistent with any and all applicable laws and regulations.

15. Suspension or Termination of Services:

Any violation or breach of this Agreement may result in suspension or termination of your Member status and access to the PMS Website and PMS Services. The Company reserves the right, in its sole discretion, to reject, refuse to post or remove any Material of any content by You, or to restrict, suspend, or terminate your access to all or any part of PMS Services or PMS Website at any time, for any or no reason, with or without prior notice, and without liability.

16. Assignments:

Without in anyway limiting the prohibition on your resale, assignment, sublicensing, or other transfer of rights or obligations, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns. The Company may assign their rights to any third party affiliate. The Company reserves the right to transfer your information in the event of a transfer of ownership of the Company, such as an acquisition by or merger with another company.

17. File Storage Space:

The Company reserves the right, in its sole discretion, to limit the amount of storage space available per Member or to delete materials stored for an excessive period while the Artist or Member has been inactive.

18. Intellectual Property:

All PMS Material is sublicensed in a nonexclusive, nontransferable, and non-sublicensable manner. By uploading your Material, You allow all Members access to your Material for personal use. All Members may play their Material an unlimited number of times on the same registered personal computer or any other secondary or portable device. You may not play and then redigitize any Material, or upload any Material that does not belong to You to the Internet. You may not create any derivative works by altering any other Member Material.

You also agree not to disseminate content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary right of any party or infringes any intellectual property law or any other applicable law; and not to remove any copyright, trademark or other proprietary rights notices contained in or on the PMS Website or PMS Services. The Company is not responsible for any infringement that might take place on the PMS Website or PMS Services.

If You believe that your work has been copied and posted on the PMS Services or PMS Website in a way that constitutes copyright infringement, please provide our agent with the following information in writing: (i) a physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of where the material You claim has been infringed; (iii) a description of where the material that You claim is infringing is located on the PMS Services; (iv) your address, telephone number, and email address; (v) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by You, made under penalty of perjury, that the above information in your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. The Company’s agent for notice of claims of copyright infringement can be reached as follows: Morris Law Group, P.A., Attention Company Agent, 8300 Norman Center Drive, Suite 710, Bloomington, MN 55437. The Company Agent will then inform the potential infringer of the claim. The Company will provide the potential infringer with twenty-one (21) days to respond to this claim. If no response is provided, the Company shall discontinue services of the potential infringer. If the potential infringer does respond, we will provide you with their response. It is your sole responsibility to pursue any action against the infringer, and You agree that the Company will not be a party to any action. You also agree that the Company may continue to provide PMS Services to the potential infringer until a final judgment has been determined. The Company may require proof of a judgment before the Company will remove the potential infringer’s membership. Additionally, You agree to take all disputes with any parties, Members or Artists to Arbitration.

It is possible that certain audio and video may contain copyrighted material the use of which has not always been specifically authorized by the copyright owner. The Company is making such material available in our efforts to advance the understanding of the Company. We believe this constitutes a “fair use” of any such copyrighted material as provided in section 107 of the US Copyright Law.

All software used on this site is the property of the Company or its software licensors and is protected by United States and international Copyright laws. You agree not to translate, reverse engineer, decompile, disassemble, modify or create derivative works based on any of the software provided through PMS Service or PMS Website. You agree not to circumvent any technology used by the Company or its licensors to protect content accessible via the PMS Service and PMS Website. You additionally agree that the Company may act as provided under the Digital Millennium Copyright Act.

You agree not to use any service marks or trademarks that are the property of the Company. One or more patents apply to this site and to the features and services accessible via the PMS Website and PMS Services. You agree that all rights, title and interest to such patents remain with the Company.

It is the policy of the Company to terminate PMS Services of Members who infringe the copyright rights or patents of others upon receipt of proper notification to the Company by the owner or the owner’s legal agent. The Company’s Intellectual Property Agent for notice of claims of infringement can be reached as follows: Morris Law Group, P.A., Attention: Intellectual Property Agent, 8300 Norman Center Drive, Suite 710, Bloomington, MN 55437.

19. Indemnification:

You agree to indemnity, defend and hold harmless, the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Company and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement by You. The Company reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event You will fully cooperate with the Company in asserting any available defenses.

20. Limitations of Liability:

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL THE COMPANY, OR ITS LICENSORS BE LIABLE TO ANY ARTIST OR MEMBER ON ACCOUNT OF THAT ARTIST’S OR ANY MEMBER’S USE OR MISUSE OF AND RELIANCE ON THE SERVICES, INCLUDING ANY MEMBERS INFRINGING USES OF ARTIST MATERIAL. SUCH LIMITATION OF LIABILTY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PMS SERVICES, FROM INABILITY TO USE THE PMS SERVICES OR PMS WEBSITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS’S AND SERVICES. SUCH LIMITATIONS SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATIONS OF ARTIST OR MEMBER PROFILES OR OTHER MATERIAL STORED THROUGHOUT, THROUGH HACKING OR OTHERWISE.

21. Disclaimer of Warranties:

THE COMPANY SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITED BY LAW. THE COMPANY DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF PMS SERVICES AND ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTIZED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PMS SERVICES. THE COMPANY SIMILARLY DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE PMS SERVICES AND PMS WEBSITE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITIES OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OR INFORMATION OR MATERIAL IN THE PMS SERVICES. THE COMPANY DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. THE COMPANY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE PMS SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. THE COMPANY MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF MEMBER WEB PAGES OR ANY STORAGE FACILITIES OFFERED BY THE COMPANY.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PMS SERVICE IS DONE AT YOUR OWN DISCRECTION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL.

22. Miscellaneous:

This Agreement will be governed by and construed in accordance with the laws of the state of Minnesota, without giving effect to its conflict of laws provisions or your actual state or country of residence. The parties agree to submit to the personal and exclusive jurisdiction of Hennepin County, Minnesota. Any controversy or claim arising out of or relating to this Agreement or any Visitors or Members use of the PMS Services or PMS Website shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any party. The arbitration shall be conducted in Hennepin County, Minnesota, and judgment on the arbitration award may be entered in any state or federal court in Minnesota having jurisdiction thereof.

Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in Minnesota having jurisdiction thereof. Except as set forth above, the state and federal courts of Minnesota shall be the forum and venue to resolve disputes arising out of or relating to this Agreement or any Member’s use of the PMS Services or PMS Website. In the event that a court of competent jurisdiction presides over any claim arising under this Agreement, You and the Company waive a right to a jury trial. If for any reason a fact finder of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of the Agreement will continue in full force and effect. You are solely responsible for your interactions with other Members on the PMS Website and PMS Services. The Company reserves the right, but has no obligation, to monitor disputes between You and other Members.

Under no circumstances shall the Company be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortage of labor or materials, fires, floods, storms, explosions, acts of God, wars, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

This Agreement constitutes the entire agreement between You and the Company with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject mater. Any waiver of any provision in this Agreement by a party will be effective only if in writing and signed by a party. Additionally, to the extent permitted by applicable law, the rights and remedies provided under this Agreement are cumulative and in addition to any other rights available to the parties at law or equity. The titles used in this Agreement are for convenience only and are in no way considered in constructing or interpreting the Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.