Artist Submission Agreement

By uploading music in the form of digital file or otherwise ("Music") to Foo Brew via to the JamLegend.com website (the "Website") or by other means, the person submitting the Music ("You") agrees to the terms and conditions set forth in this JamLegend Artist Submission Agreement (this "Agreement") and to the JamLegend.com Web Site Terms and Conditions of Use (the "Terms of Service"). If You do not agree to the provisions of this Agreement and the Terms of Service, then You must not upload or provide Music or any associated content (e.g., artist names, song titles, album art, logos, text or images, etc.) ("Associated Content") to Foo Brew. The Music and Associated Content You upload or otherwise provide to Foo Brew are referred to in this Agreement as Your "Music Submission."

Each person who uploads or otherwise supplies Music and/or Associated Content to the Website, agrees to respect the intellectual property rights of third parties and agrees not to upload Music or Associated Content for which he/she does not own or have all required licenses, rights or authorizations to upload and grant the rights set forth in this Agreement.

Without limiting the foregoing, You normally must own or have sufficient licenses, rights or authorizations to both the sound recording that constitutes the Music and its underlying notes, arrangement and lyrics (that is, the copyrighted composition). If You are uncertain as to the scope of rights You own or have in any Music or any Associated Content, then You should not upload or provide such Music or content to Foo Brew. For example, purchasing a physical compact disc CD or a download from an on-line digital music store will typically not give You the right to upload or provide such Music to the Foo Brew or to authorize the use of the Music as described in this Agreement. In addition, You will typically need one or more written permissions from music publishers and/or other rights owners to record or provide cover recordings (that is, to provide Your recording of songs recorded by other artists). Unauthorized Music or Associated Content uploaded to the Website may be removed by Foo Brew at any time, with or without notice. You may be subject to liability for providing any unauthorized Music or Associated Content to Foo Brew. In addition, Foo Brew may terminate the JamLegend accounts of any person that provides unauthorized Music or Associated Content.

By uploading Music and any Associated Content to the Website You hereby grant to Foo Brew an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable and sublicenseable worldwide license to use, reproduce, distribute, stream, play, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit the following:

all for use in connection with Foo Brew’s business including, without limitation, in any game or entertainment products or services (including services available through any network) created, licensed, offered, authorized, distributed or sold by Foo Brew now or in the future (collectively, the "JamLegend Services").

For the avoidance of doubt, and by way of example and not limitation, the rights that You grant in this Agreement include a license to:

Foo Brew may, but is not obligated, to provide attribution to You as the contributor of any Music Submission. You grant Foo Brew a nonexclusive, perpetual license to replicate, distribute, publish, create derivatives of, broadcast and use, worldwide, in any media and at any time, Your name, picture, voice, likeness, and/or biographical or other information that you may provide for promotional, attribution or other purposes related to the Music Submissions that You provide or with regard to their use in or with the JamLegend Services.

You irrevocably waive (and will cause to be waived) any claims of "moral rights" with respect to Your Music Submissions or this Agreement.

You understand that all the foregoing rights are also granted for the benefit of users of the JamLegend Services (each, a "User") and You hereby grant each User the right to use, copy, perform, and otherwise exploit Your Music Submissions consistent with the grant of rights set forth above, as Foo Brew may permit. Rights granted to Foo Brew and Users in this Agreement cover all technologies, means of distribution, and media, including those not yet invented or created.

You agree to be bound by instructions that Foo Brew provides or makes available to You with regard to this Agreement, including, without limitation, technical specifications and formats for provision of Music Submissions.

Upon Foo Brew’s request, You agree to provide and/or execute any documents sought by Foo Brew to perfect, obtain, confirm or enforce its license and rights as stated in this Agreement. In addition, You hereby irrevocably appoint Foo Brew and its officers and agents as Your agents and attorneys-in-fact to act to execute legal documents on Your behalf to evidence, perfect, or enforce Foo Brew’s rights regarding any JamLegend Services.

YOU RETAIN ALL RIGHTS WITH RESPECT TO THE MUSIC NOT SPECIFICALLY GRANTED HEREIN. THE LICENSE GRANT SET FORTH IN SECTION 3 IS NON-EXCLUSIVE, MEANING THAT THIS AGREEMENT DOES NOT LIMITS YOU RIGHT TO USE OR LICENSE TO ANY THIRD PARTY ANY OF THE RIGHTS SET FORTH IN THIS AGREEMENT. THIS AGREEMENT DOES NOT GRANT FOO BREW ANY RIGHT TO RELEASE YOUR MUSIC AS STAND-ALONE FULL LENGTH AUDIO-ONLY DIGITAL FILES (FOR EXAMPLE AS MP3s OR ON A CD), PROVIDED THAT FOO BREW CAN MAKE AND DISTRIBUTE STAND-ALONE MUSIC CLIPS OF UP TO THIRTY (30) SECONDS.

Nothing in this Agreement obligates Foo Brew to make any Music Submissions that You may provide available for Users, and Foo Brew reserves the right, in its sole discretion, to not to include any Music Submission in its JamLegend Services or to remove any Music Submission. For the avoidance of doubt, Foo Brew is not obligated to review any Music Submissions that are uploaded or provided to the Foo Brew.

You acknowledge and agree that the JamLegend Services are and will be the sole and exclusive property of Foo Brew and its suppliers. You agree not to use or interact with the JamLegend Services except as authorized by Foo Brew.

If You wish to remove Your Music Submissions from the JamLegend Services or from Foo Brew’s web site (the "Web Site"), You should follow the removal procedures set forth in the Terms of Service. Foo Brew will use reasonable efforts to remove Your Music Submissions from the Website and the JamLegend Services within 45 days of its receipt of such a removal request. Foo Brew may continue to store copies of Your Music Submissions on its servers as back-up or archival copies.

You represent and warrant to Foo Brew that: (a) You are at least 18 years of age and have the legal right to enter into this Agreement; (b) You have the authority and right to license Foo Brew Your Music Submissions and other rights as set forth in this Agreement; (c) use, sublicensing and exploitation of Your Music Submissions and other rights as permitted in this Agreement will not infringe upon or violate any third party copyright, trademark, right of privacy, right of personality, or other intellectual property, contractual, proprietary, or other right of any third party; (d) You will be solely responsible for the payment of any all fees that may be due to third parties, including, but not limited to, artists, producers, unions, performing rights organizations (e.g., ASCAP, BMI and SESAC), guilds, sound recording copyright owners, composition copyright owners, music publishers, administrators, and writers, including, but not limited to, fees due under any collective bargaining agreements, or for reproductions, synchronizations, distributions, public display and public performance of the Music; (e) You will pay any other fees due and payable with regard to the licenses granted in this Agreement; (f) all Your Music Submissions will be provided without any virus, malware, or other destructive code; (g) Your Music Submissions or other material provided will not be unlawful, libelous, abusive, defamatory, or obscene; and (h) all information that You provide in or regarding Your Music Submissions and about You in any registration or other communication with Foo Brew will be true, correct, complete and not misleading.

You agree to indemnify and hold Foo Brew and its Users and licensees and their respective officers, directors, agents, employees, and advisors (collectively, the "Indemnitees") harmless from and against any and all third-party claims, liabilities, damages, costs, charges, recoveries, judgments, penalties, expenses or losses of whatsoever kind or nature, that any Indemnitee may incur by reason of Your actual or alleged breach of Your representations, warranties and promises in this Agreement or from permitted use of Your Music Submissions or other material provided under this Agreement. Your indemnification obligation will survive termination of this Agreement.

This Agreement is subject to and shall be deemed to incorporate the Terms of Service, including, without limitation, disclaimers and limitations of liability and the "Miscellaneous" section of the Terms of Service; provided that in case of any conflict with this Agreement, this Agreement will control with regard to its subject matter. This Agreement and the rights of Foo Brew set forth herein including but not limited to the licenses, shall be freely assignable by Foo Brew. You may not assign this Agreement or any of Your rights hereunder. This Agreement and the rights it grants will benefit and may be exercised by Foo Brew and its affiliates and their respective successors and assigns. This Agreement may be terminated by Foo Brew at any time, but will otherwise remain in effect until terminated by mutual agreement. Foo Brew may modify the terms of this Agreement by providing reasonable notice by email or on its web site; provided that changes will be effective without Your consent only to Music Submissions or other materials that You provide to Foo Brew after the date of the change. You acknowledge agree that You will receive no payment or other compensation under this Agreement.