MUSIC PUBLISC

This agreement describes the legal relationship between you (an individual artist, or, in the case where you are involved with a band, an individual acting as the legal representative of your band) and YouBeats, LLC (refered to us "we" or "us"). By submitting any material or information to YouBeats, its successors, assigns, agents, distributors and licensees, you explicitly confirm that you have read, understood, and agreed to the following agreement:

You have the right to terminate this agreement and all licenses granted to us at any time.

If you provide us with sound recordings, musical works and/or other material (such as pictures, videos, song lyrics, etc.; collectively "Standard Program Material") the following terms apply:

• License Grant.

  You hereby grant to us, and by the act of delivering Standard Program Material to us grant to us, a nonexclusive, worldwide, royalty-free license to: (a) reproduce, distribute, publicly perform, publicly display and digitally perform the Standard Program Material in whole or in part (including the right to create compilations which include your songs); (b) create and use samples of the Standard Program Material solely for the purpose of demonstrating or promoting our or your products or services; (c) use any trademarks, service marks or trade names incorporated in the Standard Program Material in connection with your material; and (d) use the name and likeness of any individuals represented in the Standard Program Material only in connection with your material.

General Terms

• Ownership.

  You retain ownership of the copyrights and all other rights in your songs, subject to the non-exclusive rights granted to us under this agreement. You are free to grant similar rights to others during and after the term of this agreement.

• Termination.

  You may terminate this agreement at any time by so notifying us; the agreement will terminate upon our actual receipt of such notice. We may terminate this agreement at any time without notification. Upon termination, all of our license rights terminate, except that we retain those rights necessary for us to sell any CDs or other tangible goods which we have produced prior to the date of termination which incorporate any of your Material (as defined in section 3 below). Our obligation to pay you amounts due to you under this agreement survives termination. Also, sections 3 and 6 below survive termination.

• Representations and Warranties.

  The term "Material" means all material that you submit to us, including Standard Program Material, Sample Songs, and Collateral Material, as applicable. You represent and warrant that (a) the Material is your or your band’s own original work, and contains no sampled material, (b) you have full right and power to enter into and perform this agreement, and have secured all third party consents necessary to enter into this agreement, (c) the Material does not and will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (d) the Material does not and will not violate any law, statute, ordinance or regulation; (e) the Material is not and will not be defamatory, trade libelous, pornographic or obscene, (f) the Material does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (g) all factual assertions that you have made and will make to us are true and complete. You agree to indemnify and hold us and our customers harmless from any and all damages and costs, including reasonable attorney’s fees, arising out of or related to your breach of the representations and warranties described in this section. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement. We, our customers, and our licensees shall not be required to make any payments with respect to material that you submit to our sites under these Terms, including but not limited to payments to third parties, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your materials, your licensors, unions, or guilds.

• Determining Type of Content.

  We will implement and maintain business practices which enable us to accurately categorize content that you deliver to us. If we make an error in good faith however and consequently exceed our license rights, your sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as we become aware of the error.

• Warranty Disclaimer.

  YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUBEATS LLC MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, YOUBEATS LLC MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOUBEATS LLC WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL YOUBEATS LLC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.

• Waiver of Certain Damages.

  EXCEPT FOR A BREACH OF SECTION 3, NEITHER YOU OR US WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.

• Terms And Conditions.

  The 'Terms And Conditions of Web Site Use' as found online by clicking the legal link on the Home page.

• Miscellaneous.

  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.

  From time to time, we may change this agreement. When such modification is made, we will post a revised version of this agreement on the Website. Modifications will be effective when they are posted. We are not required to provide you with notification that any such modification has been made.

TERMS AND CONDITIONS OF WEB SITE USE

Set forth below are the terms and conditions (these "Terms and Conditions") governing the YouBeats LLC web site located at, or linked to through, the root URL www.youbeats.com, which may expand or change from time to time (the "Website"). As used herein, the term "YouBeats" refers to YouBeats LLC, the sole owner and operator of the Website; the term "you" or "your" refers to an individual, representing yourself or, if applicable, acting as legal representative for a group, business entity or corporation.

CAREFULLY READ THESE TERMS AND CONDITIONS. BY AVAILING YOURSELF OF THE WEBSITE OR RELATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.

Arbitration Agreement

Both parties mutually consent to the resolution by arbitration of all claims or controversies.  Both parties agree that the party seeking to arbitrate a Claim must give written notice of any such Claim to the other party within 1 year of the date the aggreved party first has knowledge of the event giving rise to the claim.  Otherwise the Claim shall be void and deemed waived.  The written notice shall identify and describe the nature of all Claims asserted and facts upon which such claims are based.  The notice shall be delievered by hand or sent to the other party by certified or registered mail, return receipt requested.  Written address information could be requested by emailing youbeats@gmail.com

It is part of the essence of this agreement that claims hereunder shall be resolved as expeditiously and as confidentially as possible.

Any arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") before a panel (the "Panel") of three arbitrators each of whom is licensed to practice law in the state in which the arbitration is to be conducted.  The arbitration shall take place at the offices of the AAA in or nearest to New York City unless both parties agree otherwise in writing.

The Panel shall be selected as follows.  The AAA shall give each party a list of 11 arbitrators drawn from its panel of employment dispute arbitrators.  Each party may strike any names on the list it deems unacceptable.  If only 3 names remain on the list of each party those individuals shall be designated as the Panel.  If more the 3 names remain on the list of each party, the parties shall strike names alternately until only 3 remain.  The party who did not initiate the claim shall strike first.  If less than 3 common names remain on the list of each party the remaining names shall constitute a partial panel and the AAA shall furnish an additional list or lists until the panel is selected.

Law to be applied:  The Panel shall apply the laws of the place where YouBeats' offices are primarily located.  Issues relating to enforcement shall be decided in accordance with the Federal Arbitration Act.  The arbitration will be final and binding.  The Panel shall have jurisdiction to hear and rule on pre-hearing disputes.

Use of Materials Found on the Website:

The information, artwork, text, video, audio, pictures, software and other intellectual property (collectively, "Materials") contained on the Website are protected by copyright and international laws. You may only access and use the Materials for personal or educational purposes or as expressly provided for in applicable YouBeats program terms and conditions. You may not otherwise reproduce, distribute, publicly perform, publicly display, modify or create derivative works of the Materials, unless authorized by the appropriate copyright owner(s). In the event that you print Materials found on the Website, you must include any copyright notice originally included with the Materials on all copies. You may not link directly to any media file located on a YouBeats server, except where explictly allowed to do so. You should not attempt to claim any Materials as your own work. Any computer software downloadable or otherwise available on the Website is provided subject to the terms of the applicable license agreement. Before using any YouBeats logo or trademark, please contact YouBeats.

Copyright and Trademark Infringement Policy and Notification Procedure:

YouBeats does not own the musical compositions, sound recordings, art or other written or visual images (collectively, the "Content") posted by third parties to the Website. All Content is posted by an individual, group or company (collectively, the "Artist") who has represented and warranted to YouBeats that, among other things, neither the Content nor the names, trademarks and service marks under which Content is promoted (collectively, the "Name") infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (see the section titled 'Representations and Warranties' of the current YouBeats Music Submission Agreement by clicking Legal on the YouBeats home page).

Since YouBeats is not in a position to determine who has the prevailing claim to use any particular Content or Name posted to the Website, its policy on such matters is that they be resolved directly by the parties alleging misuse of their Content and/or Name (the "Complainants") and the Artists. We recommend that Complainants immediately notify Artists about allegations of infringement by going to the Artist's page on the Website, clicking the Contact link and contacting the Artist directly. It has been YouBeats's experience that most Artists are honest and responsible citizens who may not realize they are engaged in infringing activities. Typically, once notified of a claim, Artists voluntarily cease using such infringing Content and/or Name on the Website and elsewhere.

Complainants may notify YouBeats concerning any Content and/or Name being used on the Website in violation of their rights by sending an email to youbeats@gmail.com. YouBeats only shall use information provided by Complainants in accordance with its then-current Privacy Policy and as reasonably necessary to address any allegations contained therein, which may include disclosing some or all of the information to Artists. In most cases, soon after receiving written notice alleging infringement, YouBeats either will remove the allegedly infringing Content and/or Name from those web pages identified or, at its election, remove those web pages.

Refund policy:

YouBeats does not offer refunds. If there are any issues with a premium service or an ordered item please contact YouBeats immediatly, we aim to solve any issue amicably. Premium services (recurring billings) can be cancelled anytime for any reason. Cancellations by the individual, group or company that signed up for the premium service (collectively, the "Subscriber") will be effective after the paid period. In case of cancellation by the Subscriber the period that is already paid for will not be reimbursed. The premium service will then remain active until the end of the paid period. YouBeats reserves the right to cancel premium services for any reason at any time without notification. If YouBeats cancels a premium service before its expiration date, Subscriber might be entitled to a pro-rated refund of the last payment. No refund will be given if user violated the Terms and Conditions of Web Site Use, or the Music Submission Agreement.

Premium service can be cancelled by emailing youbeats@gmail.com with cancellation request and artist name or order ID. Cancellation will be confirmed by email.

Your Conduct:

You shall use the Website for lawful purposes only. You shall not post or transmit via the Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without YouBeats's express prior approval, contains advertising or any solicitation with respect to products or services.

In addition, if we feel that a user abuses the YouBeats site in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) posssible copyright infringement, possible libel and slander, possible credit card fraud. YouBeats reserves the right to refuse service, terminate accounts, and/or cancel orders at its sole discretion and without notification.

Content:

The Website offers a wide selection and variety of content to our members and users. Content may contain profanity or otherwise inappropriate or offensive material for children or other members and/or users. Members and/or users must evaluate and bear the risk associated with the use of the Website and related services. YouBeats suggests that parents should supervise their children’s on-line activities and consider using parental control tools available to help provide an appropriate on-line environment for their children. Users are also encouraged to contact YouBeats for evaluation of possible offensive material. YouBeats reserves the right to act on such notices at its sole discretion.

Warranty Disclaimer.

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUBEATS LLC MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, YOUBEATS LLC MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOUBEATS LLC WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL YOUBEATS LLC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.

Limitation of Liability.

By availing yourself of the Website, Materials or related services, you agree to release and hold YouBeats and the employees, officers, directors, shareholders, agents, representatives of YouBeats, its affiliates, subsidiaries, advertising, promotion and fulfillment agencies, any entity controlling, controlled by or under common control with YouBeats, any third-party providers or sources of information or data and legal advisers (collectively, "YouBeats Affiliates") harmless from any and all losses, damages, rights, claims and actions of any kind arising from or related to the Website, Materials or related services including but not limited to: (a) telephone, electronic, hardware or software, network, Internet or computer malfunctions, failures or difficulties of any kind; (b) failed, incomplete, garbled or delayed computer transmissions; (c) any condition caused by events beyond the control of YouBeats that may cause the Website or related services to be disrupted or corrupted; (d) any injuries, losses or damages of any kind arising in connection with or as a result of your use of the Website, Materials or related services; or (e) any printing or typographical errors in any materials associated with the Website, Materials or related services. In addition, you agree to defend, indemnify and hold YouBeats Affiliates harmless from any claim, suit or demand, including reasonable attorney's fees, made by a third party due to or arising out of your utilizing the Website, Materials or related services, your violation or breach of these Terms and Conditions, your violation of any rights of a third party, or any other act or omission by you. IN NO EVENT WILL YOUBEATS BE LIABLE FOR ANY INDIRECT, STATUTORY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE ARISING OUT OF YOUR AVAILMENT OF MATERIALS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF YOUBEATS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

General Provisions:

You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Your correspondence or business dealings with, or participation in promotions of or with parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations applicable to such dealings, are solely between you and such parties. These Terms and Conditions are governed in all respects by the laws of the State of New York as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents. Both parties consent to extra-territorial service of process and submit to the jurisdiction of said courts. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. YouBeats' failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement of the parties as to the subject matter hereof and supersede all prior proposals, discussions or agreements with respect thereto. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Age requirements for use of the Service:

This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

Modification of Terms and Conditions:

From time to time YouBeats may modify these Terms and Conditions in its sole discretion. When such modification is made, YouBeats will post a revised version of these Terms and Conditions on the Website. Modifications will be effective when they are posted. YouBeats is not required to provide you with notification that any such modification has been made. It is your responsibility to review these Terms and Conditions from time to time to be aware of any such modifications. Each time you log on to the Website, you will be deemed to have accepted any such modifications.