digital music distribution, online record company

LICENSE AGREEMENT

BEFORE YOU SIGN THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF AFTER READING THROUGH THIS AGREEMENT YOU STILL HAVE QUESTIONS, PLEASE FEEL FREE TO CONTACT US.  BY SIGNING YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SUBMIT ANY MATERIALS TO MP3MIXTAPE.COM.

This is a legal agreement between Megabeatz Inc., a corporation duly organized under the laws of the Commonwealth of Pennsylvania, United States of America, and doing business as “mp3mixtape.com”, with an address at c/o Bernard M. Resnick, Esq., P.C., Two Bala Plaza, Suite #300, Bala Cynwyd, PA 19004 USA, facsimile number (610) 668-0574 (“mp3mixtape.com”  and collectively with our licensees and assignees referred to in this Agreement as “us” and “we”), and the person listed in the attached Account Information Section, which is hereby incorporated by reference and made a part hereof (whether as an individual or as the authorized legal representative of an artist, group, company, or other entity) (hereafter “Rightsholder” or “you”).   If you are agreeing on behalf of a group artist to be bound by the terms of this Agreement, each reference to "you" and “your(s)” in this Agreement shall refer to each member of the group or the group as a whole, as applicable.  The “Effective Date” of this Agreement is the date on which you click the “I Agree” button below.  We may modify this Agreement as explained below.

1.  	Definitions.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Artwork” means album cover artwork and any other artwork relating to Rightsholder Content that you supply to us.  Any artwork that is supplied by you or on your behalf to us before or during the Term will be deemed to have been cleared by you for all purposes unless you shall have provided us with written notice to the contrary.

“Copyright Management Information” means the digital information relating information regarding a Digital Master, such as your name, the title of the applicable album, the name of the song and the record company name, and such shall be subject to the protection of Title 17, Section 1202 of the United States Copyright Law.

“Digital Master” or “Digital Masters” means a copy or copies of Rightsholder Content in digital form.

“Licensee” means any third party licensee, such as but not limited to iTunes, MusicNet, Real, Rhapsody, and/or any so-called “aggregator”, that we may authorize to carry out the marketing, distribution and sale or other use of Rightsholder Content and Artwork pursuant to the terms of this Agreement.

“Master” or “Masters” means a copy or copies of Rightsholder Content in other than digital form.

“Person” means any individual, corporation, partnership, association or other organized group of persons or legal successors or representatives of the foregoing.

"Rightsholder Content" means (A) sound recordings, and (B) the musical compositions (i.e., songs, lyrics, and/or musical tracks) embodied in those sound recordings recordings, that you have designated for distribution by us.  Any such sound recordings and musical compositions must be owned or controlled by you, and/or have been cleared by you for all purposes and rights you are authorizing and granting in this Agreement.

“Territory” means the universe.

2.	Grant of Rights.  By this Agreement, you grant to us the right, on your behalf and under your authority, in the Territory to: (a) represent you for the purpose of licensing, selling and otherwise distributing the Rightsholder Content and associated materials to licensees and to end users, collectively with the content of other rightsholders; and (b) collect, administer and distribute proceeds from our Licensees and end users for uses of the Rightsholder Content and associated materials as authorized by us under this Agreement.  Specifically, and without limiting the foregoing, we may do the following:

(a)	Digital Distribution.  We may license or otherwise distribute the Rightsholder Content and associated materials to Internet sites, on-line services, and all other entities distributing entertainment products in a digital format that are legally authorized to sell or broadcast music-related or other content, in digital form via downloading, streaming, or other existing and future digital delivery methods, including but not limited to any and all on-line services, service over telephone lines, microwave signals, radio waves, satellite, wireless, cable, electricity power lines, or any other lawfully authorized method now known or hereafter invented.  Without limiting the generality of the foregoing, we shall specifically have the right to authorize others to distribute the Rightsholder Content and associated materials for the following digital delivery methods, as appropriate: (i) unrestricted downloads; (ii) compact disc burns; (iii) restricted/tethered downloads; (iv) on-demand interactive streams; (v) interactive radio; (vi) non-interactive radio; (vii) semi-interactive radio; and (viii) any and all other existing and to-be-developed digital delivery methods.  For the avoidance of doubt, we may also sell or otherwise distribute the Rightsholder Content and associated materials directly to end users.

In connection with the above, we may:

(1) reproduce and convert Rightsholder Content delivered by you into Digital Masters;

(2) perform and make clips of up to two (2) minutes of the Rightsholder Content available by streaming (“Clips”) to promote the sale and distribution of applicable Digital Masters;

(3) promote, sell, distribute, and electronically fulfill and deliver Digital Masters (individually or in multiples, and including in combination with other rightsholders’ digital masters and/or in combination with segues, introductions, “outroductions”, or similar (e.g., in the form of so-called “compilation albums”)), and associated metadata to purchasers who may use such Digital Masters in accordance with usage rules agreed by us;

(4) use and distribute Copyright Management Information as embodied in a Digital Master;

(5) display and electronically fulfill and deliver Artwork used in connection with the Rightsholder Content for use solely in conjunction with the applicable Digital Master as provided herein;

(6) edit and/or otherwise use the Rightsholder Content, and Artwork and metadata as may be reasonably necessary or desirable for us to exercise our rights under and in furtherance of this Agreement; and

(7) authorize others to perform any one or more of the activities specified above.

(b)	Traditional Distribution.   We may mix, edit, manufacture, distribute, market, advertise, promote, sell, publicly perform and otherwise exploit the Rightsholder Content and, as applicable, the Artwork, in any manner now or hereafter known, including, without limitation, in the form of records such as CDs, cassettes, and other pre-recorded tapes, and we may authorize others to perform any one or more of the foregoing activities.  Specifically, and without limiting the generality of the foregoing, we may promote, advertise, sell, distribute, and otherwise exploit the Masters individually or in multiples, and including in combination with other rightsholders’ masters and/or in combination with segues, introductions, “outroductions”, or similar (e.g., in the form of so-called “compilation albums”)).  For the avoidance of doubt, we may also sell or otherwise distribute the Rightsholder Content and associated materials directly to end users.

(c)	Without limiting the generality of the foregoing Paragraphs 2(a) and (b), it is specifically understood that we may license or authorize others to license the Rightsholder Content (whether in digital or other form, as appropriate) for synchronization with visual images in films, television programs, video games, advertisements, online greeting cards, photo slideshows, screen-savers, video podcasts, video blogs, in-office corporate presentations, and other outlets.

(d)	With respect to any individual sound recording (i.e., track) which you designate for distribution by us, you may, at your discretion, grant us the right (by so indicating in the applicable Submission Form) to alter (or engage others such as so-called “DJs” to alter) such sound recording by adding incidental vocal material or effects by way of segues, introductions, “outroductions”, or similar, for the purpose of using such sound recording in compilation albums.  It is agreed that any such alteration shall not affect your ownership or control of such sound recording, or your right to payment in connection therewith.

(e)	The above rights are granted on a non-exclusive basis, except that you may grant us digital distribution rights on either an exclusive or a non-exclusive basis with respect to each individual sound recording that you submit, by selecting “Exclusive Deal” or Non-exclusive Deal”, as applicable, in the Submission Form for that work.  If you grant us digital distribution rights on an exclusive basis, we will promote your Rightsholder Content on a priority basis, and you will be charged a submission fee of ten dollars (U.S. $10.00) per individual sound recording, to be deducted from any revenue we collect on your behalf.  If you grant us digital distribution rights on a non-exclusive basis, we will promote your Rightsholder Content on an ongoing basis, and you will be charged a submission fee of thirty dollars (U.S. $30.00) per individual sound recording, to be paid upfront. EVEN IF YOU GRANT US THESE DIGITAL RIGHTS ON A NON-EXCLUSIVE BASIS, YOU WILL NOTIFY US BEFORE YOU ARRANGE TO HAVE A THIRD PARTY DISTRIBUTE ANY RIGHTSHOLDER CONTENT THAT WE ARE ALREADY DISTRIBUTING FOR YOU.

3.	Term.  The term of this Agreement (“Term”) shall commence on the Effective Date and shall continue unless and until terminated by either party upon no less than thirty (30) days written notice to the other party.  Notwithstanding the foregoing, either party may terminate this Agreement immediately by giving written notice to the other party in the event that the other party files in any court or agency a petition in bankruptcy or insolvency, is served with an involuntary petition against it, filed in any insolvency proceeding, or makes an assignment for the benefit of creditors.

4.	Payments To You, Audits. 
 
(a)	 We shall pay you an amount equal to seventy-five percent (75%) of the net amount that we receive from Licensees or end-users for the sale or other use of the Digital Masters or Masters.  For the avoidance of doubt, no payments will be due to you under this Agreement or any other understanding, with respect to promotional uses of the Rightsholder Content (including the use of Clips) or with respect to items we are required to provide to Licensees at no charge (e.g., one copy of Rightsholder Content in compact disc form).  Payments due to you shall be calculated and made on a quarterly basis (each such payment to be accompanied by a statement setting forth the computation of such amount paid); provided, however, that we shall be under no obligation to render any statement or make any payment until such time as the amount due you hereunder equals or exceeds twenty-five dollars (U.S. $25.00), or upon the December following receipt, whichever occurs first, at which time all accumulated amounts owed to you shall be paid as provided in this Paragraph 4.  With respect to amounts that we receive from Licensees, we shall make payments based solely upon information provided by the applicable Licensee, and shall not be responsible for representations within the Licensee’s accounting to us.  No monies shall be payable to you until payment has actually been received by us or credited to our account.  For the avoidance of doubt, you are solely responsible for providing us with accurate and updated payment information, including the payee’s full legal name, mailing address and other contact information, tax identification information, and any other information which we may request in the Submission Form or otherwise.

(b)	We shall maintain true and complete books and records concerning payments due to you hereunder.  At any time within one (1) year after any statement is rendered to you hereunder, you shall have the right to give us written notice of your intention to examine our books and records with respect to such statement.  Such examination shall be commenced within three (3) months after the date of such notice, at your sole cost and expense, by any certified public accountant or attorney designated by you, provided he (or any member or associate of the firm within which he is affiliated) is not then engaged in an outstanding examination of our books and records on behalf of a Person other than you.  Such examination shall be made during our usual business hours at the place where we maintain the books and records which relate to you and which are necessary to verify the accuracy of the statement or statements specified in your notice to us, and the examination shall be limited to the foregoing.  Your right to inspect our books and records shall be only as set forth in this Paragraph 4(b), and we shall have no obligation to produce such books and records more than once with respect to each statement rendered to you.  Any failure to give written notice or objection within the one (1) year period from the date of the statements and payments to you shall bar any further objection by you, and, in that event, you shall be foreclosed from maintaining any action, claim, or proceeding against us on those statements and payments.

5.	Your Obligations.  You shall obtain and pay for any and all clearances and licenses as may be required in the Territory or any portion thereof for uses of the Rightsholder Content, and Artwork and metadata.  We shall not be responsible for the payment of any third party payments with respect to any Rightsholder Content or Artwork hereunder.  Specifically, and without limiting the generality of the foregoing, you shall be responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with the Rightsholder Content or Artwork, including, without limitation, (a) any royalties and other sums due to performers, artists, authors, co-authors, copyright owners and co-owners, producers, and any other record royalty participants from sales or other uses of Digital Masters or Masters; (b) all mechanical royalties or other sums payable to publishers, publishing administrators, and/or authors or co-authors of musical compositions embodied in Digital Masters or Masters from sales or other uses of Digital Masters or Masters, including any  “sample” or “interpolation” licenses or payments (where “sampling” means incorporating a digital copy of any portion of someone else’s pre-existing recording into your own new recording, and “interpolating” means making a new recording of any portion of someone else’s pre-existing music and incorporating it into your own new recording); (c) all payments that may be required under any collective bargaining agreements applicable to you or any third party, i.e., union and/or guild payments; and (d) any other royalties, fees, and/or amounts payable with respect to the Rightsholder Content, Artwork, metadata, trademarks, logos, and other materials provided to or used by us hereunder.  You agree that the amount payable to you is inclusive of any so-called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction.

6.	Your Rights to Withdraw Material.  You shall have the right at any time during the Term hereof upon written notice to us, and under the following conditions, to withdraw further authorization for the sale or other uses of the Rightsholder Content and Artwork.  You shall remain responsible for sales and other uses of the Rightsholder Content and/or Artwork occurring prior to the implementation of such withdrawal.  If at any time you notify us that you wish to withdraw further authorization for the sale or other uses of all of the Rightsholder Content and Artwork, such notification will be deemed to be a notice of termination.  With regard to such of the Rightsholder Content or Artwork as you instruct us to withdraw:

(a) 	Digital Distribution.  Promptly following our receipt of your notice to us hereunder of your requested withdrawal, and our receipt of your payment as described below, we shall use commercially reasonable efforts to direct our Licensees to remove the withdrawn Rightsholder Content or Artwork from their digital services after the date of such notice.  However, you acknowledge and agree that the withdrawn Rightsholder Content or Artwork may remain available for a period of time under a pre-existing license or arrangement with a third party issued by the Licensee.  The foregoing shall in no way limit the rights of end users who have acquired the Rightsholder Content or Artwork.  You further agree to pay us the amount of seventy-five dollars (U.S. $75.00) for each album previously licensed by us to our Licensees that contains such withdrawn Rightsholder Content or Artwork in contemplation of our costs in distributing and administering such withdrawn Rightsholder Content or Artwork.  Such amount may be deducted from any amounts otherwise due you under this Agreement.

(b)	Traditional Distribution.  Following our receipt of your notice to us hereunder of your requested withdrawal, we shall refrain from entering into future licenses with respect to such Rightsholder Content or Artwork.  The foregoing shall in no way limit the rights of end users who have acquired the Rightsholder Content or Artwork, or of Licensees to whom we have licensed the Rightsholder Content and/or Artwork prior to receiving your notice.

7.	Names and Likenesses; Promotion.

(a)	We may use and authorize our Licensees to use the names, group names, and approved photographs and/or likenesses of and biographical materials concerning the applicable performers, bands, writers and composers, and/or producers, as well as track name, album name, Artwork, and/or any other items which we may require in connection with the distribution, exploitation, promotion, marketing and advertising of the Rightsholder Content and/or mp3mixtape.com.  Any materials which you provide to us shall be deemed to be approved.  You agree not to assert any privacy, publicity, moral or related rights held by you (and any other Person(s) whose performances or contributions are embodied in the Rightsholder Content) under the laws of the United States, Italy, or any other country in connection with such exploitation.

(b)	You hereby waive any right to collect any proceeds or other remuneration whatsoever for the distribution of Clips.  Further, you shall be responsible for all clearances and payments of any kind whatsoever in respect of such use, including, without limitation, for use of the compositions embodied in the Clips.

(c)	We may negotiate promotional agreements to allow particular Licensees to offer free downloads and/or streams of designated sound recordings.  Such promotions may occur in connection with, amongst others, commercial download stores, free download websites, webcasters, podcasters, community websites, and/or bloggers.  We may also offer full-length downloads and/or streams of designated sound recordings for evaluation by prospective business affiliates for possible promotions.  You shall have the opportunity to designate any of your sound recordings to be used as promotional items in connection with such promotional endeavors.  You hereby waive any right to collect any proceeds or other remuneration for the distribution of such promotional items.  For the avoidance of doubt, you shall be responsible for all payments of any kind, including without limitation record royalty participants, mechanical royalties payable to writers, co-writers or publishers for compositions embodied in the promotional items, or any other royalties, fees and/or sums payable with respect to the use of such promotional items.

(d)	Notwithstanding anything contained herein, we and any of our Licensees shall have the right to market, promote and advertise the Rightsholder Content as available for purchase or license as we or they determine in our and their sole discretion.

8.	Ownership.  Subject to our rights hereunder, as between you and us, all right, title, and interest in and to (a) the Rightsholder Content and Artwork; (b) the Digital Masters and Masters; (c) the Clips; and (d) all copyrights and equivalent rights embodied therein, shall be and remain your property, it being understood that under no circumstances will we have any lesser rights than we would have as a member of the public.

9.	Modification, Termination, and Effect of Termination.

(a)	We reserve the right to change, modify, add to or remove all or any part of this Agreement, including the fees we charge, at any time.  Any revised version of this Agreement will be posted on our website.  Notice of any such changes shall be sent to you by e-mail at least seven (7) days prior to their effective date.  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 herein, and your failure to do so within ten (10) days of the date of any such e-mail from us to you shall constitute your acceptance of such changes.  You are responsible for advising us of any change to your e-mail address, and the foregoing ten (10) day time period shall apply whether or not you actually receive our e-mail, due to a change in your e-mail address or for any other reason.

(b)	The expiration of the Term of this Agreement shall not relieve either party from their respective obligations incurred prior to or during the Term.  Accordingly, provisions of this Agreement will continue to apply even after the expiration of the Term.

10.	Indemnity.

(a)	You will at all times indemnify and hold harmless us and our officers, directors, parents, subsidiaries, representatives, agents, successors, designees, Licensees, sub-licensees, attorneys and assigns from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any alleged breach or breach by you of any warranty, representation or agreement, express or implied, made by you herein, and/or any breach of any other provision hereof, which results in a final, non-appealable judgment by a court of competent jurisdiction or is settled with your prior written consent, which consent shall be neither unreasonably withheld, delayed or conditioned.  You will reimburse us on demand for any payment made at any time in respect of which we are entitled to be indemnified.  Upon the making or filling of any such claim, action or demand, we shall be entitled to withhold from any amounts payable under this Agreement such amounts as are reasonably related to the potential liability in issue.  You shall be notified of any such claim, action or demand and shall have the right, at your own expense, to participate in the defense thereof with counsel of your own choosing; provided, however, that our decision in connection with the defense or settlement of any such claim, action or demand shall be final.

(b)	Except pursuant to an express indemnity obligation, in no event shall either party be liable to the other party for indirect, incidental, consequential or special damages, including loss of profits or punitive damages, even if advised of their possibility.

11.  Representations and Warranties.  You warrant and represent that:

(a) you are under no disability, restriction or prohibition, whether contractual or otherwise, with respect to (i) your right to enter into and fully perform this Agreement, and (ii) your right to grant the rights granted to us hereunder;

(b) during the Term, you will not enter into any agreement which would interfere with or prohibit the exercise by us of the rights granted hereunder;

(c) we shall not be required to make any payment of any nature for, or in connection with, the acquisition, exercise or exploitation of rights by us pursuant to this Agreement, except as specifically provided herein;

(d) YOU HAVE SECURED ALL NECESSARY THIRD PARTY CONSENTS AND PERMISSIONS, IF ANY, REQUIRED IN ORDER FOR YOU TO ENTER INTO AND PERFORM THIS AGREEMENT AND TO GRANT US ALL RIGHTS NECESSARY TO USE THE RIGHTSHOLDER CONTENT AS CONTEMPLATED IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, CONSENTS AND PERMISSIONS FROM MUSIC PUBLISHERS, RECORD COMPANIES, PERFORMERS, PRODUCERS, OWNERS OF ANY SAMPLES OR INTERPOLATIONS THAT ARE USED IN THE RIGHTSHOLDER CONTENT, AND ANY OTHER THIRD PARTIES WHO CONTRIBUTED TO OR ARE OTHERWISE PARTICIPATING IN OR HAVE RIGHTS IN THE RIGHTSHOLDER CONTENT);

(e) without limiting the foregoing, if any sound recording submitted to us hereunder contains the first recording of the composition embodied therein, you have been granted a so-called “first use” right by all co-owners of such composition;

(f) the Rightsholder Content (and our use thereof as contemplated under this Agreement) does not and will not violate any law, statute, ordinance or regulation or violate or infringe on any common law or statutory rights of any third party, including, without limitation, contractual rights, trademark, copyright, patent, trade secret, right of privacy or publicity, or moral rights;

(g) all information that you have provided or will provide to us, and all of your representations and warranties shall be true and correct upon execution of this Agreement and upon delivery of all Rightsholder Content subject to this Agreement;

(h) the Rightsholder Content and Artwork is not and will not be defamatory, trade libelous, pornographic or obscene;

(i) the Rightsholder Content and Artwork do not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; and

(j) if you are an individual you are over the age of eighteen (18); if you are a group and if any member of your group is a minor, you hereby warrant that you have the legal right to execute this Agreement on behalf of the minor and guarantee such person's performance of the terms of this Agreement.

These warranties shall survive any termination of this Agreement.

12.	No Guarantee of Use or Compensation, Disclaimer.

(a)	Nothing herein shall obligate us or any Licensee to actually exercise any rights granted under this Agreement.  We shall be under no obligation to make any or all Rightsholder Content or Artwork available to any potential licensee or end user, it being understood and agreed that we may, in our sole discretion, select those materials to be made available to such potential licensees or end users.  We may immediately stop making any or all of the Rightsholder Content or Artwork available to potential licensees or end users at any time if we believe, in our sole discretion, that such Rightsholder Content or Artwork is obscene or defamatory, or that it violates any law or right of a third party, or for any other reason, and you will not receive a refund of any fees you have paid with respect to any such Rightsholder Content or Artwork.  We make no representations or guarantees whatsoever about minimum sales or uses of any Rightsholder Content or the amount of compensation, if any, which will become payable to you as the result of your entering into this Agreement.

(b)	 To the maximum extent permitted by applicable law, we disclaim all warranties, either express or implied, including but not limited to (1) uninterrupted or continuous availability of our website and/or services, and (2) implied warranties of title, accuracy, completeness, currency, merchantability, fitness for a particular purpose, and non-infringement with respect to our website and/or the services provided by us hereunder.

13.  	Communication Services.  Our website may contain e-mail services, bulletin board services, chat areas, news groups, file cabinets and/or other message or communication facilities designed to enable you to communicate with third parties.  We will not monitor any such communications between you and third parties.  To the maximum extent permitted by applicable law, in no event will we be liable for any damages whatsoever arising out of any dispute in connection with your communications with third parties.  You agree to use any such communication service provided by us only to post, send and receive messages and material that are proper, and you agree that you will not use any such communication service in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail, spamming or any duplicative or unsolicited messages (commercial or otherwise), or to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, or to publish, post, upload, distribute or disseminate any inappropriate materials.

14.  	Third Party Goods, Services, and Links.

(a)  	At our own discretion, we may make you aware of or make available to you certain goods and services provided by third parties, such as discounted or free studio time, discounted or free CD manufacturing, discounted or free time with established producers, etc.  We will not monitor your use, if any, of such goods and services.  To the maximum extent permitted by applicable law, in no event will we be liable for any damages whatsoever arising out of any dispute in connection with your use of such goods and services.

(b)  	Our website may contain links to third party websites.  Such third party websites are not under our control, and we are not responsible for their contents or operation.

15.	General Provisions.

(a)	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.  Each party to this Agreement shall bear responsibility for reporting and paying his/her/its respective share of taxes due and owing in connection with monies earned through this Agreement.

(b)	Except as otherwise set forth herein, all notices, requests and other communications hereunder shall be in writing and shall be sent by registered mail or certified mail, return receipt requested, postage prepaid and with receipt acknowledged, or by hand (to an officer if the party to be served is a corporation), or by facsimile, receipt confirmation retained, or by e-mail, to the respective addresses set forth above or in the attached Account Information Section, or such other address or addresses as may, from time to time, be designated in writing by either party; provided, that payments to you may be made by means of regular mail.  The date of making of personal service or of mailing or of transmission via facsimile or e-mail, whichever shall be first, shall be deemed the date of service, except that notice of change of address shall be effective only from the date of its receipt.

(c)	This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania, United States of America, without regard to conflict of laws principles.  The sole venue and jurisdiction for disputes arising from this Agreement shall be the appropriate state or federal court located in the county of Montgomery, Commonwealth of Pennsylvania, United States of America, and you and we both irrevocably agree to submit to the jurisdiction of such courts.  Any process in any action or proceeding arising out of any such claim, dispute or disagreement may, among other methods, be served upon you or us by delivering or mailing the same via registered or certified mail, addressed to you or us, as the case may be, at the address first above written or such other address as you or we may designate.  Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the Commonwealth of Pennsylvania, United States of America.

(c) 	This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of the parties.  We may assign this Agreement to a corporation or other entity of which a majority interest is owned, or which is controlled, by us or which succeeds to our interests.  You may assign this Agreement to any corporation or other entity of which a majority interest is owned, or which is controlled, by you.   Except as aforesaid, neither party may assign this Agreement or its rights or responsibilities without the prior written consent of the other party.

(d) 	You warrant that you have not been induced to execute this Agreement by any agreements or statements made by us or our representatives.  This Agreement sets forth the entire understanding and agreement of the parties as to this Agreement's subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter.  If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not effect 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.  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.  All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.  Other than as set forth in Paragraph 9 above, this Agreement may be changed only by a writing signed by you and an officer of mp3mixtape.com which specifically refers to the parties' intent to amend this Agreement.

(e)	So-called “electronic signatures” (i.e., e-mail headers and/or plaintext signatures on e-mail messages) shall be deemed signatures, and communications by e-mail shall be deemed to be “in writing”, in connection with this Agreement.

(f)	This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns.  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.

(g) 	For the purposes of this Agreement, “Force Majeure” shall mean any event which a party hereto could not foresee, such as fire, flood, acts of God or public enemy, Internet failures, earthquakes, governmental or court order, national emergency, strikes or labor disputes, the effect of which it could not reasonably prevent or predict and which renders impossible or impractical the performance of contractual obligations either partially or totally.  The party invoking a Force Majeure shall notify the other party within thirty (30) business days of its occurrence by accurately describing the circumstances of the situation involved and its effect upon the performance of its contractual obligations.  The occurrence of a Force Majeure shall have the effect of suspending the obligations of the party which has invoked the provisions of this Paragraph to the extent such obligations are affected by the Force Majeure.  Contractual dates shall be extended for a period equal to the duration of a Force Majeure.  The cessation of a Force Majeure shall be communicated by notice within thirty (30) business days of its occurrence by the party that invoked it.

(h) 	Legal Representation.  EACH PARTY ACKNOWLEDGES AND AGREES THAT THEY HAVE BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OR HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF THEIR OWN CHOICE FOR PURPOSES OF BEING ADVISED IN CONNECTION WITH THIS AGREEMENT.