PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THIS WEBSITE, YOU AGREE TO THESE TERMS AND CONDITIONS. PLEASE USE YOUR BROWSER’S “PRINT” BUTTON TO PRINT A COPY OF THESE TERMS OF USE.

1. Agreement to be Bound.

By accessing this site, continuing to access this site, or uploading and/or downloading materials from this site, you agree to abide by the terms of use described in this notice. If you do not agree to abide by these terms of use, do not use this site or download materials from this site. The following, when accepted by us (i.e. Access 4 Artists®) referred to in this Agreement as “Access 4 Artists®,” “us” and/or “we”), shall constitute our Agreement with you, whether as an individual, or if applicable, acting as the authorized legal representative for an artist, band, group, company or corporation (hereinafter collectively “you” or “your”). This Fan Membership Agreement (“Agreement”) sets forth the legally binding terms for your use of the Access 4 Artists® website and related services. You are only authorized to use the Access 4 Artists® website and services if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. This contains the terms of a legally binding Agreement that you should read carefully. By entering your name and clicking on the “I AGREE” button below this contract in the Access 4 Artists® sign-up area, you are offering to become a party to, and will be bound by this Agreement upon notification of our acceptance of your offer. We may modify this Agreement as further described below. The “Effective Date” of this Agreement is the date on which we notify you of our acceptance of your offer.

2. General Information.

These are the terms of use that apply to the domains below. We refer to the websites accessible through the domains and all related websites as the “Access 4 Artists® Site.”

www.access4artists.com

When we refer to “we,” “us,” or “our,” we mean Access 4 Artists®, a federally registered mark of the Auburn Global Group, LLC, a Michigan limited liability company, or the specific division, subsidiary, or affiliate that operates this site, provides its content, or processes information received through it, each as appropriate and applicable.

When we refer to “you” or “your,” we mean the person accessing or uploading information or materials to the Access 4 Artists® Site. If the person accessing this site does so on behalf of, or for the purposes of, another person, including a business or other organization, “you” or “your” also means that other person, including a business organization.

3. Copyrights and Other Intellectual Property.

This site is © Auburn Global Group,LLC 2009-2011 by us and we reserve all rights. You may inquire about rights to reproduce content from this site by e-mailing us using the technical support e-mail address below.

ALL RIGHTS IN ALL MATERIALS POSTED ON THIS SITE EITHER BELONG TO US OR ARE LICENSED BY US WITH THE RIGHT TO SUE AND OTHERWISE ENFORCE INTELLECTUAL PROPERTY RIGHTS IN SUCH MATERIALS. YOU MAY NOT COPY ANY MATERIAL FROM THIS SITE WITHOUT OUR EXPRESS PERMISSION IN FOR FORM OF A RECORD SIGNED BY US.

The Access 4 Artists® trademarks and service marks are the property of the Auburn Global Group, LLC. Trademarks of others are the property of their respective owners. We make no claim to the trademarks of others.

4. DMCA Copyright Notifications.

We do not knowingly permit anyone to post materials on this site where such posting would violate copyright or other applicable law, including the Digital Millennium Copyright Act (“DMCA”) (including 17 USC § 512). If you are a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed by any material on this site, you may notify us of claimed infringement by sending to us a notice containing the following elements:

(1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at this site;

(3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address;

(5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(6) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated agent for receipt of such notices is:

5. Overview & Terms of Use Of Access 4 Artists.

5.1. We are a Michigan Limited Liability Company with offices located at P.O. Box 214112 in Auburn Hills, MI 48321-4112 and are the owner and operator of the web pages and content found at access4artists.com (the “Access 4 Artists® Site”). Access 4 Artists® owns and operates the Access 4 Artists® site as a social networking and performance promotion service available to “Artist Members” who create sound recordings, audio-visual works, performances, and other intellectual property for posting on their Artist Member profiles on the Access 4 Artists® Site and “Fan Members” who can create their own Fan Member profile pages on the Access 4 Artists® Site and who access and view the postings, works, and profiles of Artist Members for the purpose of engaging in voting and selection of certain Artist Members in a designated category of performances. The Access 4 Artists® Site allows (a) Artist Members and Fan Members (hereinafter sometimes referred to collectively as “Members” or “Users”) to create unique personal profiles online in order to find and communicate with other Members and (b) Artist Members to promote their entertainment and musical careers by allowing Fan Members to view and vote, on a periodic basis (typically a monthly basis) for their desired or preferred Artist Members corresponding to Artist Members that are eligible for voting in designated categories and/or groupings, to be set forth in the voting section of the Access 4 Artists® Site, and based upon then existing and current/active postings and works submitted and uploaded by Artist Members. The specific voting parameters, as well as the designated categories and/or groupings of entertainment subject matter which may be voted upon may be updated, modified, and/or changed by ACCESS 4 ARTISTS®, from time to time, at its sole discretion. The Artist Member, who is current and active with their Artist Membership Agreement and payment obligations, and who receives the highest number of Fan Member votes in the periodic voting corresponding to the then-existing designated categories and/or groupings of entertainment subject matter, will have their particular uploaded work which receives the highest number of votes forwarded to entertainment industry personnel who is/are in a position to review, evaluate, and/or recommend the particular uploaded work for further professional consideration and/or development in the specific field of entertainment subject matter.

As a Fan Member, you will have the ability to cast or place one (1) vote for the Artist Member, provided that, the Artist Member is a currently active and paid-up Artist Member of the Access 4 Artists® Site, of your choosing on a periodic basis (typically a monthly basis) for certain categories or groupings of entertainment subject matter, which may be updated, modified, or changed by Access 4 Artists®, at its sole discretion, from time to time. In addition, prior postings or submissions from Artists Members, or portions thereof, may remain on the Access 4 Artists® Site, but may not be completely viewable or accessible on the Access 4 Artists® Site if the Artist Member does not maintain an active and paid-up Artist Member relationship with the Access 4 Artists® Site.

5.2. This Agreement includes the Access 4 Artists® policy for acceptable use of the Access 4 Artists® Services and Content (as defined in Section 7 of this Agreement below) posted on or through the Access 4 Artists® Site or provided through the Access 4 Artists® Services and your rights, obligations and restrictions regarding your use of the Access 4 Artists® Services and Content posted on or through the Access 4 Artists® Services. In order to participate in certain Access 4 Artists® Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Access 4 Artists®. Unless otherwise provided by the additional terms and conditions applicable to the Access 4 Artists® Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

5.3. Please choose carefully the information you post or display on or through the Access 4 Artists® Services and that you provide to other Users, either other Fan Members or Artist Members. Your Access 4 Artists® profile may not include any form of Prohibited Content, as outlined in this Agreement below. Despite this prohibition,

information, materials, products or services provided by other Access 4 Artists® Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Access 4 Artists® assumes no responsibility or liability for this material. If you become aware of misuse of the Access 4 Artists® Services by any person, please click on the “Contact Access 4 Artists” link which may appear at the bottom of the Access 4 Artists® site pages.

5.4. Access 4 Artists® reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Access 4 Artists® Site or the Access 4 Artists® Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Access 4 Artists® expressly reserves the right to remove your profile, Fan Membership information, and/or deny, restrict, suspend, or terminate your access to all or any part of the Access 4 Artists® Site or Access 4 Artists® Services if Access 4 Artists® determines, in its sole discretion, that you have violated this Agreement or pose a threat to Access 4 Artists® and/or its Users or Members in any manner.

5.5. Fees. You acknowledge that Access 4 Artists® does not currently charge any fees for your Fan Membership, but Access 4 Artists® reserves the right to charge for any portion of the Access 4 Artists® Services in the future and to change its fees (if any) from time to time in its discretion. If Access 4 Artists® terminates your Fan Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

5.6. Password. When you sign up to become a Fan 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, Artist Member or Fan Member, at any time or to disclose your password to any third party. You agree to notify Access 4 Artists® 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.

5.7. Use By Fan Members. The Access 4 Artists® Services are for the personal use of Members and you are not permitted to use the Access 4 Artists® Site or the Access 4 Artists® Services for any other commercial endeavors, unless specifically endorsed or authorized by Access 4 Artists® (for example, Artist Members may use Access 4 Artists® to post Content for purposes of promoting their entertainment and/or musical career(s). Access 4 Artists® reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Access 4 Artists® Site and Access 4 Artists® Services, including collecting usernames, user id numbers, data mining, scraping, and/or email addresses of Members, Artist Members or Fan Members, by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Access 4 Artists® Site, or employing third party promotional sites or software to promote profiles for compensation, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation (a) are not permitted without our express written consent; (b) may be removed from Member profiles without notice or explanation and (c) may result in termination of Membership privileges. Access 4 Artists® reserves the right to take appropriate legal action for any illegal or unauthorized use of the Access 4 Artists® Site or Access 4 Artists® Services.

6. Fan Membership.

6.1. Eligibility. Use of the Access 4 Artists® Services and registration to be a Fan Member for the Access 4 Artists® Fan Services (“Fan Membership”) is void where prohibited. Please consult the laws in your given geographic location and jurisdiction. By using the Access 4 Artists® Services, 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 at least 16 years of age or older; and (d) your use of the Access 4 Artists® Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning if: (i) we believe that you are under 16 years of age, (ii) we believe that you are under 18 years of age and you represent yourself as 18 or older, or (iii) we believe you are over 18 and represent yourself as under 18.

7. Propietary Rights In Access 4 Artists® Content Posted Or Uploaded By You.

7.1. Access 4 Artists® does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, trademarks, service marks or any other materials (collectively “Content”) that you may post, upload, or otherwise place on or through the Access 4 Artists® Site using the Access 4 Artists® Services. After posting your Content to the Access 4 Artists® Site, you continue to retain any such rights that you may have in your Content subject to the perpetual and worldwide licenses to Access 4 Artists® granted herein. By displaying, uploading, placing, transmitting, and/or publishing (“posting”) any Content on or through the Access 4 Artists® Services, you hereby grant to Access 4 Artists® a perpetual, royalty-free license to use, modify, delete from, add to, publicly perform, stream, publicly display, reproduce, and distribute such Content, including the right to sublicense such Content to third parties, in perpetuity, including without limitation distributing part or all of your Content in any media formats and through any media channels. In addition, this license from you to Access 4 Artists® shall further grant Access 4 Artists® the perpetual and royalty-free right to use and authorize our sublicensees to use the names, images, and likenesses of, and biographical material concerning, any performer, artist(s), bands, band member, producers and/or songwriters, associated with any Content posted, placed, or uploaded by you to the Access 4 Artists® Site, in any manner by Access 4 Artists® or its successors-in-interest, including Digital Masters and physical copies thereof (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent you or your connection or your past affiliation with Access 4 Artists®.

7.2. The license granted to Access 4 Artists® in Section 7.1 of this Agreement is non-exclusive, fully-paid and royalty-free (meaning that Access 4 Artists® is not required to pay you for the use of any such Content that you may elect to post), allows Access 4 Artists® to sublicense the Content to others at its discretion on a worldwide basis, and allows Access 4 Artists® to use its affiliates, subcontractors and other third parties such as Internet content delivery networks, wireless carriers, and others (because the Internet and the Access 4 Artists® Services are global in reach).

7.3. You represent and warrant that: (i) you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein with respect to the Content posted by you on or through the Access 4 Artists® Services or otherwise have the right to make such grant(s); (ii) you have the full authority to act on behalf of any and all owners of any right, title or interest in and to the Content posted by you on or through the Access 4 Artists® Services and (ii) the posting of your Content on or through the Access 4 Artists® Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity and that the exercise of by us and our licensees (or sublicensees) of the rights, licenses and permissions granted by you shall not violate or infringe the rights of any third party. You agree to indemnify Access 4 Artists® for all third party claims and demands and pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on or through the Access 4 Artists® Services.

7.4. The Access 4 Artists® Site and Access 4 Artists® Services contain Content of Access 4 Artists® (the “Access 4 Artists® Content”). The Access 4 Artists® Content is protected by copyright, trademark, patent, trade secret and other laws, and Access 4 Artists® owns and retains all rights in the Access 4 Artists® Site, the Access 4 Artists® Content, and the Access 4 Artists® Services. Access 4 Artists® hereby grants you a limited, revocable, license (that cannot be sublicensed by you) to reproduce and display the Access 4 Artists® Content (excluding any software code) solely for your personal use in connection with viewing the Access 4 Artist®s Site and using the Access 4 Artists® Services, but solely during the term when/while you are a Member and any such license automatically terminates when your membership statues lapses or expires.

7.5. The Access 4 Artists® Services contain Content of Artist Members and other Access 4 Artists® licensors. Except as provided in Section 7.4 of this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Access 4 Artists® Site and Access 4 Artists® Services.

7.6. Access 4 Artists® performs technical functions necessary to offer the Access 4 Artists® Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Access 4 Artists® Site and Access 4 Artists® Services.

8. Acceptable Content & Posting Requirements.

8.1. Access 4 Artists® may reject, refuse to post or delete any Content submitted or provided by you for any or no reason, including Content that in the sole judgment of Access 4 Artists® violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Access 4 Artists® assumes no responsibility for monitoring the Access 4 Artists® Site or the Access 4 Artists® Services for inappropriate Content or conduct. If at any time Access 4 Artists® chooses, in its sole discretion, to monitor the Access 4 Artists® Site or Access 4 Artists® Services, Access 4 Artists® nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the Artist Member or Fan Member submitting any such Content.

8.2. You are solely responsible for the Content that you post on or through any of the Access 4 Artists® Site or the Access 4 Artists® Services, and any material or information that you transmit to other Members and for your interactions with other Users, either Artist Members or Fan Members.

8.3. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the Access 4 Artists® Site or the Access 4 Artists® Services. Access 4 Artists® reserves the right to investigate and take appropriate legal action against anyone who, in the sole discretion of Access 4 Artists®, violates this provision, including without limitation, removing the offending Content from the Access 4 Artists® Site and Access 4 Artists® Services and terminating the Membership of such violators. Prohibited Content includes, without limitation, Content that, in the sole discretion of Access 4 Artists®:

a. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

b. harasses or advocates harassment of another person;

c. exploits people in a sexual or violent manner;

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

e. solicits personal information from anyone under 18;

f. publicly posts information that poses or creates a privacy or security risk to any person;

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

h. constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

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

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

k. 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;

l. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

m. involves commercial activities and/or sales without prior written consent from Access 4 Artists, such as contests, sweepstakes, barter, advertising, or pyramid schemes;

n. includes the use of a name, likeness, photograph or video of another person that you have posted without that person’s consent;

o. uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile; or

p. violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.

8.4 In addition to the foregoing, the following are examples of the kind of activity that is illegal or prohibited on the Access 4 Artists® Site and through your use of the Access 4 Artists® Services. Access 4 Artists® reserves the right to investigate and take appropriate legal action against anyone who, in the sole discretion of Access 4 Artists®, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

a. criminal or tortious 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 unauthorized or impermissible use of the Access 4 Artists® Services. You may not transmit any chain letters or junk email to other Members, either Artist Members or Fan Members. In order to protect our Members from such advertising or solicitation, Access 4 Artists® 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 Access 4 Artists® deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the Access 4 Artists® Site or Access 4 Artists® Services, you acknowledge that you will have caused substantial harm to Access 4 Artists®, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Access 4 Artists® $50 for each such unsolicited email or other unauthorized commercial communication you send through the Access 4 Artists® Services;

c. circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Access 4 Artists® Site or Access 4 Artists® Services;

d. activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

e. covering or obscuring the banner advertisements on your personal profile page, or any Access 4 Artists® page via HTML/CSS or any other means;

f. any automated use of the system, such as, but not limited to, using scripts to add friends or send comments or messages;

g. interfering with, disrupting, or creating an undue burden on the Access 4 Artists ®Services or the networks or services connected to the Access 4 Artists® Services;

h. impersonating or attempting to impersonate another Member, person or entity;

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

j. selling or otherwise transferring your profile;

k. using any information obtained from the Access 4 Artists® Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;

l. displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Access 4 Artists® Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your top friends, or sending private messages with a commercial purpose; or

m. using the Access 4 Artists® Site or the Access 4 Artists® Services in a manner inconsistent with any and all applicable laws and regulations.

8.5. Protecting Copyrights and Other Intellectual Property. Access 4 Artists® is committed to respecting the valid and lawful intellectual property rights of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, right of publicity, trademark, trade secret or other proprietary rights of any person or entity. Access 4 Artists® has the right to terminate the Membership of infringers. If you believe your work has been copied and posted on or through the Access 4 Artists® Site or Access 4 Artists® Services in a manner that constitutes copyright infringement, please contact Access 4 Artists® and provide Access 4 Artists® with a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Access 4 Artists® Site and Access 4 Artists® Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a 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; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Access 4 Artists® can be contacted at the address set forth in Section 4 above.

9. General Provisions.

9.1. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you are an Artist Member. Access 4 Artists® may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after your Membership expires or is terminated for any reason, this Agreement will survive and remain in effect in perpetuity, including Section 7 in its entirety.

9.2. You represent and warrant that: (a) each party represents and warrants that it has full authority to enter into and fully perform its obligations under this Agreement and has obtained all necessary third-party consents, licenses and permissions necessary to do so; (b) Each party represents and warrants that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party’s performance of its obligations under this Agreement; and (c) Each party represents and warrants that it shall perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.

9.3. You represent and warrant that: (a) the individual registering as an Artist Member (i) is authorized to do so on behalf of each member of your band, ensemble, or performance group and (ii) has obtained the specific permission, consent, and/or agreement of each member of your band (or their authorized legal guardian in the event that any member(s) of your band, ensemble, or performance group is under the age of 18) to the terms of this Agreement; (b) we have advised you to seek independent legal counsel from an attorney of your own choosing before executing this agreement; (c) you have had a free and unfettered opportunity to consult with legal counsel of your own choice and (d) you have either consulted with such independent legal counsel or voluntarily declined to do.

9.4. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture and neither party is the other’s agent, partner, or employee.

9.5. This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof, provided that if you previously entered into a digital distribution agreement with us in the past, and elected any options, those options shall remain in place under this Agreement. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

9.6. This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

9.7. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with the Access 4 Artists® Site, or as properly updated.

9.8. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns and licensees. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.9. Modification, Termination and Effect of Termination: We reserve the right to change, modify, add to or remove all or part of this Agreement. We may modify this Agreement from time to time and such modification shall be effective upon posting by us on the Access 4 Artists® Site. Your continued use of the Access 4 Artists® Services after Access 4 Artists® may post a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. In the event that you do not consent to any such proposed changes your sole recourse shall be to terminate the Term of this Agreement by notice to us as provided above and without any refund of any sums or payments that may have been made by you to us, and your failure to do so within ten (10) days of the date of any such email or posting of a revised Agreement from us to you shall constitute your acceptance of such changes. If you elect to terminate this Agreement, the provisions of Sections 7 of this Agreement shall continue to govern.

9.10. Member Disputes, Performance Group & Band Member Disputes. You are solely responsible for (a) your interactions and relations with any performance group, band members, or other persons you may interact with, including Artist Members or other Fan Members. You may provide access to your Fan Member information only to those person(s) authorized by you to alter, revise or delete existing any information or content. Access 4 Artists® has the right, but has no obligation, to become involved in any way with disputes between you and other Members, Artists or Fans, and/or other persons who may gain access to your Fan Member information.

9.11. Privacy. Use of the Access 4 Artists® Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference and may be updated from time to time by Access 4 Artists® at its sole discretion.

9.12. Disclaimers. Access 4 Artists® is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the Access 4 Artists® Services, whether caused by Users of the Access 4 Artists® Services or by any of the equipment or programming associated with or utilized in conjunction with the Access 4 Artists® Services and such User Content does not necessarily reflect the opinions or policies of Access 4 Artists®. Profiles and third party applications created and posted by Artist Members or Fan Members on the Access 4 Artists® Site may contain links to other websites. Access 4 Artists® is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Access 4 Artists®. Inclusion of any linked website on the Access 4 Artists® Services does not imply approval or endorsement of the linked website by Access 4 Artists®. When you access these third party sites, you do so at your own risk. Access 4 Artists® takes no responsibility for third party advertisements or third party applications that are posted on or through the Access 4 Artists® Services, nor does it take any responsibility for the goods or services provided by its advertisers. Access 4 Artists® is not responsible for the conduct, whether online or offline, of any User of the Access 4 Artists® Services. Access 4 Artists® assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Access 4 Artists® is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Access 4 Artists® Site or Access 4 Artists® Services or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Access 4 Artists®, including the timely or proper voting or submission of any votes by Fan Members, including the accurate tabulation of votes or voting, relating to Content posted by Artist Members. Access 4 Artists® makes no warranty or representation that its website(s), webpage(s) or Services will be available at any time or that any votes or voting by Fan Members relating to Content posted by Artist Members will be complete, accurate, or capable of verification or authenticity. Under no circumstances shall Access 4 Artists® be responsible for any loss or damage, including personal injury or death, resulting from use or access of the Access 4 Artists® Site or Access 4 Artists® Services (or the inability to use the Access 4 Artists® Services), the proper or timely tabulation of any votes or voting by Fan Members relating to Content submitted or posted by Artist Members, from any User Content posted on or through the Access 4 Artists® Site and Access 4 Artists® Services, or from the conduct of any Users of the Access 4 Artists® Site or Access 4 Artists® Services, whether online or offline. The Access 4 Artists® Site and Access 4 Artists® Services are provided “AS-IS” and as available and Access 4 Artists® expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Access 4 Artists® cannot guarantee and does not promise any specific benefits, attributes, or results from the use of the Access 4 Artists® Site or Access 4 Artists® Services.

9.13. Limitation on Liability. IN NO EVENT SHALL ACCESS 4 ARTISTS® BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE ACCESS 4 ARTISTS® SITE OR ACCESS 4 ARTISTS® SERVICES, EVEN IF ACCESS 4 ARTISTS® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ACEESS 4 ARTISTS’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS 4 ARTISTS FOR THE ACCESS 4 ARTISTS® SERVICES DURING THE TERM OF THE ARTIST MEMBERSHIP. MOREOVER, ACCESS FOR ARTISTS SHALL ASSUME NO RESPONSIBILITY AND SHALL BE WITHOUT LIABILITY FOR ANY LOSS, LIABILITY, CLAIM OR EXPENSE SUFFERED OR INCURRED BY YOU, INCLUDING THOSE ARISING OUT OF ACCESS 4 ARTISTS’ NEGLIGENCE.

9.14. U.S. Export Controls. Software available in connection with the Access 4 Artists® Site and Access 4 Artists® Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Access 4 Artists® Site or Access 4 Artists® Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

9.15 Natural Disasters & Acts Of God. ACCESS 4 ARTISTS® shall not answerable or be liable in damages for any delay or default by ACCESS 4 ARTISTS® in performing any of its duties or obligations hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, terrorist events or disruptions, insurrections and/or any other cause beyond the reasonable control of ACCESS 4 ARTISTS®. By way of example, but not limitation, this force majeure clause shall render ACCESS 4 ARTISTS® harmless and not responsible or liable for natural disasters, wars, riots, or other civil upheaval or unrest, disruptions or delays in service or operations caused by server failures, software glitches, computer peripheral failures, telecommunication system failures, labor actions, and legal disputes.

9.16. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan, without regard to its conflict of law provisions. You and Access 4 Artists® agree to submit to the exclusive jurisdiction of the courts located within the State of Michigan (i.e. the Oakland County Circuit Court located in Pontiac, Michigan or the U.S. District Court for the Eastern District of Michigan located in Detroit, Michigan to resolve any dispute arising out of this Agreement or the use of any aspect of the Access 4 Artists Site or the Access 4 Artists Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

9.17. Indemnity. The expiration of the Term of this Agreement, or of any specific provision of this Agreement, shall not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, the provisions of this Agreement will continue to apply even after the expiration of the Term. You agree to indemnify and hold Access 4 Artists, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Access 4 Artists Site or Access 4 Artists Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the Access 4 Artists Site or Access 4 Artists Services causes Access 4 Artist to be liable to another or any third party. Without limiting the generality of the foregoing, if we receive a claim that the use, display, dissemination of any of your materials or Content, or any other materials or content provided or authorized by you is in violation of any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our licensees (including sublicensees, if any) and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our licensees (including sublicensees, if any) and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section 9.17, provided that we obtain your written consent prior to making any such payments. You agree that your consent will not to be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and by obtaining and posting and maintaining an appropriate bond for our benefit you may assume control of the defense of such claim, provided that we shall have the right in all events to participate in the defense thereof.

9.18. Other. The failure of Access 4 Artists® to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Access 4 Artists is a trademark and service mark of Auburn Global Group, LLC. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THIS WEBSITE, YOU AGREE TO THESE TERMS AND CONDITIONS. PLEASE USE YOUR BROWSER’S “PRINT” BUTTON TO PRINT A COPY OF THESE TERMS OF USE.

1. Agreement to be Bound.

By accessing this site, continuing to access this site, or uploading and/or downloading materials from this site, you agree to abide by the terms of use described in this notice. If you do not agree to abide by these terms of use, do not use this site or download materials from this site. The following, when accepted by us (i.e. Access 4 Artists®) referred to in this Agreement as “Access 4 Artists®,” “us” and/or “we”), shall constitute our Agreement with you, whether as an individual, or if applicable, acting as the authorized legal representative for an artist, band, group, company or corporation (hereinafter collectively “you” or “your”). This Artist Membership Agreement (“Agreement”) sets forth the legally binding terms for your use of the Access 4 Artists® website and related services. You are only authorized to use the Access 4 Artists® website and services if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. This contains the terms of a legally binding Agreement that you should read carefully. By entering your name and clicking on the “I AGREE” button below this contract in the Access 4 Artists® sign-up area, you are offering to become a party to, and will be bound by this Agreement upon notification of our acceptance of your offer. We may modify this Agreement as further described below. The “Effective Date” of this Agreement is the date on which we notify you of our acceptance of your offer.

2. General Information.

These are the terms of use that apply to the domains below. We refer to the websites accessible through the domains and all related websites as the “Access 4 Artists® Site”, more commonly known as www.access4artists.com.

When we refer to “we,” “us,” or “our,” we mean Access 4 Artists®, a federally registered trademark of the Auburn Global Group, LLC, a Michigan limited liability company, or the specific division, subsidiary, or affiliate that operates this site, provides its content, or processes information received through it, each as appropriate and applicable.

When we refer to “you” or “your,” we mean the person accessing or uploading information or materials to the Access 4 Artists® Site. If the person accessing this site does so on behalf of, or for the purposes of, another person, including a business or other organization, “you” or “your” also means that other person, including a business organization.

3. Copyrights and Other Intellectual Property.

This site is © Auburn Global Group,LLC 2009-2011 by us and we reserve all rights. You may inquire about rights to reproduce content from this site by e-mailing us using the technical support e-mail address below.

ALL RIGHTS IN ALL MATERIALS POSTED ON THIS SITE EITHER BELONG TO US OR ARE LICENSED BY US WITH THE RIGHT TO SUE AND OTHERWISE ENFORCE INTELLECTUAL PROPERTY RIGHTS IN SUCH MATERIALS. YOU MAY NOT COPY ANY MATERIAL FROM THIS SITE WITHOUT OUR EXPRESS PERMISSION IN FOR FORM OF A RECORD SIGNED BY US.

The Access 4 Artists® trademarks and service marks are the property of the Auburn Global Group, LLC. Trademarks of others are the property of their respective owners. We make no claim to the trademarks of others.

4. DMCA Copyright Notifications.

We do not knowingly permit anyone to post materials on this site where such posting would violate copyright or other applicable law, including the Digital Millennium Copyright Act (“DMCA”) (including 17 USC § 512 and other provisions of Title 17 of the United States Code). If you are a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed by any material on this site, you may notify us of claimed infringement by sending to us a notice containing the following elements:

(1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at this site;

(3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address;

(5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(6) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated agent for receipt of such notices is:

5. Overview & Terms of Use Of Access 4 Artists®.

5.1. We are a Michigan Limited Liability Company with offices located at P.O. Box 214112 in Auburn Hills, MI 48321-4112 and are the owner and operator of the web pages and content found at access4artists.com (the “Access 4 Artists® Site”). Access 4 Artists® owns and operates the Access 4 Artists® site as a social networking and performance promotion service available to “Artist Members” who create sound recordings, audio-visual works, performances, and other intellectual property for posting on their Artist Member profiles on the Access 4 Artists® Site and “Fan Members” who can create their own Fan Member profile pages on the Access 4 Artists® Site and who access and view the postings, works, and profiles of Artist Members for the purpose of engaging in voting and selection of certain Artist Members in a designated category of performances. The Access 4 Artists® Site allows (a) Artist Members and Fan Members (hereinafter sometimes referred to collectively as “Members” or “Users”) to create unique personal profiles online in order to find and communicate with other Members or Users of the site, and (b) Artist Members to promote their entertainment and musical careers by allowing Fan Members to view and vote, on a periodic basis (typically a monthly basis) for their desired or preferred Artist Members corresponding to Artist Members that are eligible for voting in designated categories and/or groupings to be set forth in the voting section of the Access 4 Artists Site and based upon then existing and current/active postings and works submitted and uploaded by Artist Members. The specific voting parameters, as well as the designated categories and/or groupings of entertainment subject matter which may be voted upon may be updated, modified, suspended, and/or changed by ACCESS 4 ARTISTS®, from time to time, at its sole discretion. The Artist Member, who is current and active with their Artist Membership Agreement and payment obligations, and who receives the highest number of Fan Member votes in the periodic voting corresponding to the then-existing designated categories and/or groupings of entertainment subject matter, will have their particular uploaded work which receives the highest number of votes forwarded to entertainment industry personnel who is/are in a position to review, evaluate, and/or recommend the particular uploaded work for further professional consideration and/or development in the specific field of entertainment subject matter.

5.2. This Agreement includes the Access 4 Artist® policy for acceptable use of the Access 4 Artists® Services and Content (as defined in Section 8 of this Agreement below) posted on or through the Access 4 Artists® Services and your rights, obligations and restrictions regarding your use of the Access 4 Artists® Services, including any content or materials posted or that may be uploaded by you on or through the Access 4 Artists® Services.

5.3 Please choose carefully the information you post or upload on or through the Access 4 Artists® Services and that you may provide to other Users. Your Access 4 Artists® content, materials, and profile may not include any form of Prohibited Content, as set forth in this Agreement. Despite this prohibition, information, materials, products or services provided by other Access 4 Artists® Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Access 4 Artists® assumes no responsibility or liability for this material. If you become aware of misuse of the Access 4 Artists® Services by any person, please click on the “Contact Access 4 Artists” or the “Report Abuse” link which may appear at the bottom of the Access 4 Artists® Site.

5.4. Access 4 Artists® reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Access 4 Artists® Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Access 4 Artists® expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Access 4 Artists® Services if Access 4 Artists® determines, in its sole discretion, that you have violated this Agreement or pose a threat to Access 4 Artists® and/or its Users.

5.5. Fees. You acknowledge that Access 4 Artists® reserves the right to charge for any portion of the Access 4 Artists® Services, content, or operations as set forth on a separate fee and service schedule, and to change or revise its fees (if any) from time to time in its discretion as well as deny you from any access, service, or use of the Access 4 Artists® Site if you do not continue or maintain any fee obligations flowing to Access 4 Artists®. If Access 4 Artists® terminates your Membership because you have breached the Agreement or for any other reason, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

5.6. Password. When you sign up to become an Artist 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 Artist Member at any time for any purpose whatsoever or to disclose your password to any third party. You agree to notify Access 4 Artists® 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.

5.7. Use by Artist Members. The Access 4 Artists® Services are for the personal use of Members and you are not permitted to use the Access 4 Artists® Services, or any content thereon, for other commercial endeavors, such as data mining, commercial solicitations, etc.), other than those specifically endorsed or authorized by Access 4 Artists® (for example, Artist Members shall may use Access 4 Artists® Services for purposes of promoting their performance, entertainment, and/or musical career(s) in accordance with this Agreement). Access 4 Artists® reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Access 4 Artists® Services, including collecting, trafficking, and/or disseminating usernames, user id numbers, personally identifiable information of others, and/or email addresses of either Artist Members or Fan Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Access 4 Artists® Site, or employing/utilizing third party promotional sites or software to promote profiles for compensation, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation (a) are not permitted without our express written consent; (b) may be removed from all Artist Member or Fan Member profiles without notice or explanation and (c) may result in termination of access to the Access 4 Artists® Services and/or Site. Access 4 Artists® reserves the right to take appropriate legal action for any illegal or unauthorized use of the Access 4 Artists® Services.

6. Artist Membership Criteria & Benefits.

6.1. Eligibility. Use of the Access 4 Artists® Services and registration to be an Artist Member for the Access 4 Artists® Services (“Membership”) is void where prohibited. By using the Access 4 Artists® Services, 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 and, if applicable, each member of your band, ensemble, or musical group, are 16 years of age or older; and (d) your use of the Access 4 Artists® Services does not violate any applicable law or regulation, including any such laws or regulations in your locality. Your profile may be deleted and your Membership may be terminated without warning if: (i) we believe that you are under 16 years of age; (ii) we believe that you are under 18 years of age and you represent yourself as 18 or older, (iii) we believe you are over 18 and represent yourself as under 18; or (iv) if you are posting or communicating any inappropriate or sexually-suggestive materials to persons under the age of 18.

6.2. The purposes of becoming an Artist Member of Access 4 Artists® are (a) to generate votes from Fan Members who select and vote upon Artist Member performances in a number of entertainment categories more fully discussed in Section 5.1 above and which may be modified, updated, or changed by ACCESS 4 ARTISTS®, from time to time, at its sole discretion; and (b) to promote generally your entertainment and/or musical career.

6.3. If any performance content submitted and uploaded to the Access 4 Artists® Site is the recipient of the highest number of Fan Member votes for a given entertainment category, as voted by Fan Members on a monthly or other periodic basis, and provided that you are then currently and actively affiliated with Access 4 Artists® and current on all fee membership obligations, your performance which received the highest number of Fan Votes will be forwarded to entertainment industry personnel who is/are in a position to review, evaluate, and/or recommend the particular uploaded work for further professional consideration and/or development in the specific field of entertainment subject matter corresponding to the type of work. Access 4 Artists® only warrants and represents that it will forward the particular Artist Member performance and content that receives the highest number of monthly fan votes, per the then existing categories or groupings, to entertainment industry personnel via an electronic communication as well as showcase, on the site, the Artist Member Performance as being the top vote receiving performance for that particular time period (i.e. monthly voting or other periodic basis) until the next voting cycle takes place. In addition, Access 4 Artists® reserves the right, but not the obligation, to further select a Featured Artist Member corresponding to the same periodic voting cycle for each of the same then existing categories or groupings of entertainment subject matter which will receive attention and display as the Featured Artist Member for that particular time period (i.e. monthly voting or other periodic basis) until the next voting cycle takes place. However, Access 4 Artists® does not warrant or represent that: (i) any applicable entertainment industry personnel will, in fact, receive, review, recommend, and/or evaluate the particular Artist Member performance and content that receives the highest number of monthly fan votes, per category or genre, for any further purpose whatsoever; (ii) that the applicable entertainment industry personnel will take any action regarding the particular Artist Member performance, or even acknowledge/contact the Artist Member in any manner; or (iii) that Access 4 Artists® will have the ability to forward any applicable Artist Member performance to any entertainment industry personnel at any given time.

6.4. You agree that any performance, content, sound recording and/or audio-visual work that you post, upload, and/or place on the Access 4 Artists® Site create hereunder shall be material and content in which you are the sole and lawful copyright owner and/or that you also have the full permission, license, and consent to use the name, image, and likeness of any individual person (living or dead) whose name, image, or likeness may also be viewable or otherwise personally identifiable in any performance, content, sound recording and/or audio-visual work that you post, upload, and/or place on the Access 4 Artists® Site. We reserve and have the right to approve any and all works, material, performance, content, sound recording and/or audio-visual work that you post, upload, and/or place on the Access 4 Artists® Site. Without limiting the generality of the foregoing, you may not include, post, upload and/or place any content or materials on the Access 4 Artists® Site in which you do not own or control the copyright without our express written consent.

6.5. If you are accepted as an Artist Member and thereafter obtain, as a result of our efforts on your behalf by forwarding your content and/or material to an industry professional, a professional services contract, recording contract, tour contract and/or a publishing contract, Access 4 Artists® shall be entitled to a commission of 5% (Five Percent) of your gross revenues your receive from all such contract(s), including any advance(s) you may receive, payable to us on a quarterly basis.

7. Propietary Rights In Access 4 Artists Content Posted Or Uploaded By You.

7.1. Access 4 Artists® does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, trademarks, servicemarks or any other materials (collectively “Content”) that you may post, upload, or otherwise place on or through the Access 4 Artists® Site using the Access 4 Artists® Services. After posting your Content to the Access 4 Artists® Site, you continue to retain any such rights that you may have in your Content subject to the perpetual and worldwide licenses to Access 4 Artists® granted herein. By displaying, uploading, placing, transmitting, and/or publishing (“posting”) any Content on or through the Access 4 Artists® Services, you hereby grant to Access 4 Artists® a perpetual, royalty-free license to use, modify, delete from, add to, publicly perform, stream, publicly display, reproduce, and distribute such Content, including the right to sublicense such Content to third parties, in perpetuity, including without limitation distributing part or all of your Content in any media formats and through any media channels. In addition, this license from you to Access 4 Artists® shall further grant Access 4 Artists® the perpetual and royalty-free right to use and authorize our sublicensees to use the names, images, and likenesses of, and biographical material concerning, any performer, artist(s), bands, band member, producers and/or songwriters, associated with any Content posted, placed, or uploaded by you to the Access 4 Artists® Site, in any manner by Access 4 Artists® or its successors-in-interest, including Digital Masters and physical copies thereof (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with its past affiliation with Access 4 Artists®.

7.2. The license granted to Access 4 Artists® in Section 7.1 of this Agreement is non-exclusive, fully-paid and royalty-free (meaning that Access 4 Artists® is not required to pay you for the use of any such Content that you may elect to post either now or at anytime in the future), allows Access 4 Artists®, in its discretion, to sublicense the Content to others on a worldwide basis, and allow Access 4 Artists® to share the Content with its affiliates, subcontractors and other third parties such as Internet content delivery networks, wireless carriers, and others (because the Internet and the Access 4 Artists Services are global in reach).

7.3. You represent and warrant that: (i) you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein with respect to the Content posted by you on or through the Access 4 Artists® Services or otherwise have the right to make such grant(s); (ii) you have the full authority to act on behalf of any and all owners of any right, title or interest in and to the Content posted by you on or through the Access 4 Artists® Services and (ii) the posting of your Content on or through the Access 4 Artists® Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity and that the exercise of by us and our licensees (or sublicensees) of the rights, licenses and permissions granted by you shall not violate or infringe the rights of any third party. You agree to indemnify Access 4 Artists® for all third party claims and demands and pay for all royalties, fees, judgment(s), costs, and/or any other monies owing any person or entity by reason of any Content posted by you on or through the Access 4 Artists® Services.

7.4. The Access 4 Artists® Site and Access 4 Artists® Services also contains Content, creations, and intellectual property of Access 4 Artists® (the “Access 4 Artists® Content”). The Access 4 Artists® Content is protected by copyright, trademark, patent, trade secret and other laws, and Access 4 Artists® owns or holds all rights in the Access 4 Artists® Site, the Access 4 Artists® Content, and the Access 4 Artists® Services. Access 4 Artists® hereby grants you a limited, revocable, license (that cannot be sublicensed by you) to reproduce and display the Access 4 Artists® Content (excluding any software code) solely for your personal use in connection with viewing the Access 4 Artists® Site and using the Access 4 Artists® Services, but solely during the term when/while you are an Artist Member and any such license automatically terminates when your membership status lapses, expires, or is terminated.

7.5. The Access 4 Artists® Services contain Content of Artist Members and other Access 4 Artists® licensors. Except as provided in Section 7.4 of this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell, or otherwise utilize any Content appearing on or through the Access 4 Artists® Site and Access 4 Artists Services.

7.6. Access 4 Artists® performs technical functions necessary to offer the Access 4 Artists® Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Access 4 Artists® Site and Access 4 Artists® Services.

8. Acceptable Content & Posting Requirements.

8.1. Access 4 Artists® may reject, refuse to post or delete any Content submitted or provided by you for any or no reason, including Content that in the sole judgment of Access 4 Artists® violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Access 4 Artists® assumes no responsibility for monitoring the Access 4 Artists® Site or the Access 4 Artists® Services for inappropriate Content or conduct. If at any time Access 4 Artists® chooses, in its sole discretion, to monitor the Access 4 Artists® Site or Access 4 Artists® Services, Access 4 Artists® nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the Artist Member or Fan Member submitting any such Content.

8.2. You are solely responsible for the Content that you post on or through any of the Access 4 Artists® Site or the Access 4 Artists® Services, and any material or information that you transmit to other Members and for your interactions with other Users, either Artist Members or Fan Members.

8.3. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the Access 4 Artists® Site or the Access 4 Artists® Services. Access 4 Artists® reserves the right to investigate and take appropriate legal action against anyone who, in the sole discretion of Access 4 Artists®, violates this provision, including without limitation, removing the offending Content from the Access 4 Artists® Site and Access 4 Artists® Services and terminating the Membership of such violators. Prohibited Content includes, without limitation, Content that, in the sole discretion of Access 4 Artists®:

a. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

b. harasses or advocates harassment of another person;

c. exploits people in a sexual or violent manner;

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

e. solicits personal information from anyone under 18;

f. publicly posts information that poses or creates a privacy or security risk to any person;

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

h. constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

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

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

k. 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;

l. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

m. involves commercial activities and/or sales without prior written consent from Access 4 Artists®, such as contests, sweepstakes, barter, advertising, or pyramid schemes;

n. includes the use of a name, likeness, photograph or video of another person that you have posted without that person’s consent;

o. uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile; or

p. violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.

8.4 In addition to the foregoing, the following are examples of the kind of activity that is illegal or prohibited on the Access 4 Artists® Site and through your use of the Access 4 Artists® Services. Access 4 Artists® reserves the right to investigate and take appropriate legal action against anyone who, in the sole discretion of Access 4 Artists®, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

a. criminal or tortious 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 unauthorized or impermissible use of the Access 4 Artists® Services. You may not transmit any chain letters or junk email to other Members, either Artist Members or Fan Members. In order to protect our Members from such advertising or solicitation, Access 4 Artists® 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 Access 4 Artists® deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the Access 4 Artists® Site or Access 4 Artists® Services, you acknowledge that you will have caused substantial harm to Access 4 Artists®, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Access 4 Artists® $50 for each such unsolicited email or other unauthorized commercial communication you send through the Access 4 Artists® Services;

c. circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Access 4 Artists Site or Access 4 Artists® Services;

d. activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

e. covering or obscuring the banner advertisements on your personal profile page, or any Access 4 Artists® page via HTML/CSS or any other means;

f. any automated use of the system, such as, but not limited to, using scripts to add friends or send comments or messages;

g. interfering with, disrupting, or creating an undue burden on the Access 4 Artists® Services or the networks or services connected to the Access 4 Artists® Services;

h. impersonating or attempting to impersonate another Member, person or entity;

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

j. selling or otherwise transferring your profile;

k. using any information obtained from the Access 4 Artists® Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;

l. displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Access 4 Artists® Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your top friends, or sending private messages with a commercial purpose; or

m. using the Access 4 Artists® Site or the Access 4 Artists® Services in a manner inconsistent with any and all applicable laws and regulations.

8.5. Protecting Copyrights and Other Intellectual Property. Access 4 Artists® is committed to respecting the valid and lawful intellectual property rights of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, right of publicity, trademark, trade secret or other proprietary rights of any person or entity. Access 4 Artists® has the right to terminate the Membership of infringers. If you believe your work has been copied and posted on or through the Access 4 Artists® Site or Access 4 Artists® Services in a manner that constitutes copyright infringement, please contact Access 4 Artists® and provide Access 4 Artists® with a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Access 4 Artists® Site and Access 4 Artists® Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a 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; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Access 4 Artists® can be contacted at the address set forth in Section 4 above.

9. General Provisions.

9.1. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you are an Artist Member. Access 4 Artists® may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after your Artist Membership is terminated, this Agreement will survive and remain in effect in perpetuity, including Section 7 in its entirety.

9.2. You represent and warrant that: (a) each party represents and warrants that it has full authority to enter into and fully perform its obligations under this Agreement and has obtained all necessary third-party consents, licenses and permissions necessary to do so; (b) Each party represents and warrants that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party’s performance of its obligations under this Agreement; and (c) Each party represents and warrants that it shall perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.

9.3. You represent and warrant that: (a) the individual registering as an Artist Member (i) is authorized to do so on behalf of each member of your band, ensemble, or performance group and (ii) has obtained the specific permission, consent, and/or agreement of each member of your band (or their authorized legal guardian in the event that any member(s) of your band, ensemble, or performance group is under the age of 18) to the terms of this Agreement; (b) we have advised you to seek independent legal counsel from an attorney of your own choosing before executing this agreement; (c) you have had a free and unfettered opportunity to consult with legal counsel of your own choice and (d) you have either consulted with such independent legal counsel or voluntarily declined to do.

9.4. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture and neither party is the other’s agent, partner, or employee.

9.5. This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof, provided that if you previously entered into a digital distribution agreement with us in the past, and elected any options, those options shall remain in place under this Agreement. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

9.6. This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

9.7. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with the Access 4 Artists® Site, or as properly updated.

9.8. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns and licensees. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.9. Modification, Termination and Effect of Termination: We reserve the right to change, modify, add to or remove all or part of this Agreement. We may modify this Agreement from time to time and such modification shall be effective upon posting by us on the Access 4 Artists® Site. Your continued use of the Access 4 Artists® Services after Access 4 Artists® may post a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. In the event that you do not consent to any such proposed changes your sole recourse shall be to terminate the Term of this Agreement by notice to us as provided above, and your failure to do so within ten (10) days of the date of any such email from us to you shall constitute your acceptance of such changes. If you elect to terminate this Agreement, the provisions of Sections 7 of this Agreement shall continue to govern.

9.10. Member Disputes, Performance Group & Band Member Disputes. You are solely responsible for (a) your interactions and relations with your performance group, band members, or other persons authorized to access you Artist Member Profile or set forth in any of your Content and (b) your interactions with other Artist Members or Fan Members. All persons to whom you provide with access to your Artist Member Profile, either by providing your password or otherwise, are authorized by you to alter, revise or delete existing information or Content and/or post new information or Content on your Artist Member Profile. You may provide access to your Artist Member Profile only to those person(s), including performance group members and band members, authorized by you to alter, revise or delete existing information or Content and/or post new information or Content on your Artist Member Profile. Access 4 Artists® has the right, but has no obligation, to become involved in any way with disputes between you and other Members, Artists or Fans, and/or among your performance group members, band members or other persons authorized to access your Artist Member Profile.

9.11. Privacy. Use of the Access 4 Artists® Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference and may be updated from time to time by Access 4 Artists® at its sole discretion.

9.12. Disclaimers. Access 4 Artists is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the Access 4 Artists® Services, whether caused by Users of the Access 4 Artists® Services or by any of the equipment or programming associated with or utilized in conjunction with the Access 4 Artists® Services and such User Content does not necessarily reflect the opinions or policies of Access 4 Artists®. Profiles and third party applications created and posted by Artist Members or Fan Members on the Access 4 Artists® Site may contain links to other websites. Access 4 Artists® is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Access 4 Artists®. Inclusion of any linked website on the Access 4 Artists® Services does not imply approval or endorsement of the linked website by Access 4 Artists®. When you access these third party sites, you do so at your own risk. Access 4 Artists® takes no responsibility for third party advertisements or third party applications that are posted on or through the Access 4 Artists Services, nor does it take any responsibility for the goods or services provided by its advertisers. Access 4 Artists® is not responsible for the conduct, whether online or offline, of any User of the Access 4 Artists® Services. Access 4 Artists® assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Access 4 Artists® is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Access 4 Artists® Site or Access 4 Artists® Services or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Access 4 Artists®, including the timely or proper voting or submission of any votes by Fan Members, including the accurate tabulation of votes or voting, relating to Content posted by Artist Members. Access 4 Artists® makes no warranty or representation that its website(s), webpage(s) or Services will be available at any time or that any votes or voting by Fan Members relating to Content posted by Artist Members will be complete, accurate, or capable of verification or authenticity. Under no circumstances shall Access 4 Artists® be responsible for any loss or damage, including personal injury or death, resulting from use or access of the Access 4 Artists® Site or Access 4 Artists® Services (or the inability to use the Access 4 Artists Services), the proper, accurate, or timely tabulation of any votes or voting by Fan Members relating to Content submitted or posted by Artist Members, from any User Content posted on or through the Access 4 Artists® Site and Access 4 Artists® Services, or from the conduct of any Users of the Access 4 Artists® Site or Access 4 Artists® Services, whether online or offline. The Access 4 Artists® Site and Access 4 Artists® Services are provided “AS-IS” and as available and Access 4 Artists® expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Access 4 Artists® cannot guarantee and does not promise any specific benefits, attributes, or results from the use of the Access 4 Artists® Site or Access 4 Artists® Services.

9.13 Natural Disasters & Acts Of God. ACCESS 4 ARTISTS® shall not answerable or be liable in damages for any delay or default by ACCESS 4 ARTISTS® in performing any of its duties or obligations hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, terrorist events or disruptions, insurrections and/or any other cause beyond the reasonable control of ACCESS 4 ARTISTS®. By way of example, but not limitation, this force majeure clause shall render ACCESS 4 ARTISTS® harmless and not responsible or liable for natural disasters, wars, riots, or other civil upheaval or unrest, disruptions or delays in service or operations caused by server failures, software glitches, computer peripheral failures, telecommunication system failures, labor actions, and legal disputes.

9.14. Limitation on Liability. IN NO EVENT SHALL ACCESS 4 ARTISTS® BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE ACCESS 4 ARTISTS SITE OR ACCESS 4 ARTISTS SERVICES, EVEN IF ACCESS 4 ARTISTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ACEESS 4 ARTISTS’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS 4 ARTISTS® FOR THE ACCESS 4 ARTISTS® SERVICES DURING THE TERM OF THE ARTIST MEMBERSHIP. MOREOVER, ACCESS FOR ARTISTS SHALL ASSUME NO RESPONSIBILITY AND SHALL BE WITHOUT LIABILITY FOR ANY LOSS, LIABILITY, CLAIM OR EXPENSE SUFFERED OR INCURRED BY YOU, INCLUDING THOSE ARISING OUT OF ACCESS 4 ARTISTS’ NEGLIGENCE.

9.15. U.S. Export Controls. Software available in connection with the Access 4 Artists® Site and Access 4 Artists® Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Access 4 Artists® Site or Access 4 Artists® Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

9.16. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan, without regard to its conflict of law provisions. You and Access 4 Artists agree to submit to the exclusive jurisdiction of the courts located within the State of Michigan (i.e. the Oakland County Circuit Court located in Pontiac, Michigan or the U.S. District Court for the Eastern District of Michigan located in Detroit, Michigan to resolve any dispute arising out of this Agreement or the use of any aspect of the Access 4 Artists® Site or the Access 4 Artists® Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

9.17. Indemnity. The expiration of the Term of this Agreement, or of any specific provision of this Agreement, shall not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, the provisions of this Agreement will continue to apply even after the expiration of the Term. You agree to indemnify and hold Access 4 Artists®, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Access 4 Artists® Site or Access 4 Artists® Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the Access 4 Artists® Site or Access 4 Artists® Services causes Access 4 Artists® to be liable to another or any third party. Without limiting the generality of the foregoing, if we receive a claim that the use, display, dissemination of any of your materials or Content, or any other materials or content provided or authorized by you is in violation of any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our licensees (including sublicensees, if any) and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our licensees (including sublicensees, if any) and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section 9.17, provided that we obtain your written consent prior to making any such payments. You agree that your consent will not to be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and by obtaining and posting and maintaining an appropriate bond for our benefit you may assume control of the defense of such claim, provided that we shall have the right in all events to participate in the defense thereof.

9.18. Other. The failure of Access 4 Artists® to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Access 4 Artists® is a trademark and service mark of Auburn Global Group, LLC. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.