Artist Agreement

Sound Recording License

You wish to upload to BEATGASM the following musical works, including without limitation, songs, lyrics, compositions, sound recordings, tracks, videos or movies (individual and collectively, “Recordings”) so the Recordings may be played on the BEATGASM platform:

Title	Recording Artist(s)	Recording Copyright Owner	Song Writer(s)	Song Copyright Owner/ administrator	Video Copyright Owner

In order to permit BEATGASM to play and fully utilize the Recordings across the BEATGASM platform [insert the recording copyright owner] and [insert- the song copyright owner] (collectively “you”) hereby enter into this license agreement with BEATGASM LLC, (“BEATGASM”) as of [date] (the "Agreement"). Your account with BEATGASM (the “Account”).

1. License. You hereby grant to BEATGASM the worldwide, non-exclusive, royalty-free, and fully sublicensable right and license to publicly perform and digitally transmit, with or without the video, in all manner across the BEATGASM platform as now exists and as in the future it evolves (which includes the right to use, display, reproduce, copy, publish, distribute, and make derivative works of in any format, each Recording). You understand that your Recordings will be available to anyone in the world for streaming, downloading, and viewing, and that BEATGASM will NOT be liable for any royalties or fees to you or any third party, including without limitation, any performing rights organization (“PRO”), and you waive any restrictions on use of that Content, including without limitation, any performance complement restrictions under the Digital Millennium Copyright Act (“DMCA”). You are solely responsible for taking all steps necessary to inform any PRO or third party with which you are affiliated regarding this Agreement.

2. Your Warranties and Representations. You represent and warrant that: (a) BEATGASM’s use of the Recordings will not infringe or violate the rights of any third party and BEATGASM will not owe royalties to any party with regard to the use of the Recordings as contemplated herein; and (b) you have all power, authority and capacity to enter into the terms set forth in this Agreement;. You agree to indemnify and hold harmless BEATGASM from and against any and all claims, damages, and expenses arising from any inaccuracy in there representations or your breach of any part of this Agreement.

3. Termination. You may terminate this Agreement upon ninety (90) days notice to BEATGASM made by emailing artist@beatgasm.com.

4. Electronic Consent. By clicking “agreed” below you are confirming that you have read and understood this Agreement, you are 18 or older, you consent to BEATGASM’s electronic communications with you at the email address you provide in your Account, you agree that such communications shall be considered “in writing”, and that the act of clicking shall constitute your signature. Upon your request to artist@beatgasm.com, BEATGASM will send you a hard copy of this Agreement. You will be issued a license number after you click “agree below. Please keep for use in any communication with BEATGASM in the future regarding this Agreement.

BEATGASM Terms of Use, Copyright, and Privacy Policies

Effective Date: December 20, 2013
Last Updated: December 20, 2013

1) General

This Agreement sets forth the legally binding terms between you, your agents and representatives (“you”) and BEATGASM LLC, its officers, affiliates, agents and employees (“BEATGASM”) for use of the BEATGASM website, www.beatgasm.com (“Site”). By using the Site or posting any content, files, images, photos, profiles, text, pictures, graphics, album art, hyperlinks, data, documents, messages, or any other materials or information (“Content”) on the Site, you represent that you have read, understood and agree to be bound by these terms of use, copyright, and privacy policies and any additional terms, guidelines or rules applicable to the Site, which may be posted from time to time (the “Terms). If you submit, upload or provide BEATGASM with any musical works, including without limitation, songs, lyrics, compositions, sound recordings, tracks, videos or movies (“Musical Works”), you must also read, complete, and sign the Sound Recording License at: www.beatgasm.com/license (the “License,” together with the Terms, the “Agreement”). BEATGASM may, in its sole discretion, change portions of the Agreement at any time, and by continuing to use, post Content or upload Musical Works to the Site, you agree to be bound by such changes. If you do not agree with a part of this Agreement at any time, do not use, post Content, or upload Musical Works to the Site.

2) License and Site Access

BEATGASM grants you a limited license to access and make personal use of the Site. BEATGASM will make Musical Works available on the Site solely for the transmission of that work to a user’s computer or mobile device for real-time listening (“Streaming”), and you agree not to copy, store, permanently download, or redistribute any Musical Work. Accessing a Musical Work for any purpose or in any manner other than Streaming is expressly prohibited. Except with BEATGASM’s prior written consent, you agree not to: (a) download or modify any portion of the Site for any reason; (b) use any automated script, program, and or mechanism to collect, scrape, retrieve, and or gather any information, Content, or Musical Works from the Site; or (c) use, download, reproduce, duplicate, copy, sell, resell, or otherwise exploit any portion of the Site, Content, or Musical Works for any commercial purpose. Illegal or unauthorized use of the Site will be investigated and, if appropriate, pursued to the fullest extent permissible by law, including terminating your permission and license to use the Site.

3) Account Security

You are not required to create an account to access the Site, unless you want to access certain features of the Site for which you must register for an account. You agree that you are fully responsible for all activities that occur under your account and agree to notify BEATGASM immediately of any unauthorized use of your password or account or any other breach of security. You also agree to provide and maintain true, accurate and complete information about yourself within the Site.

4) Content

You are responsible for all Content you post, upload, link to, publish, display or make available through the Site and any Content that you provide or make available to other users. You may not post or upload any Musical Works unless and until you have created an artist account and completed the License at: www.beatgasm.com/license. BEATGASM may, in its sole discretion and for any reason, remove any Content or Musical Works, or restrict or terminate your access to all or any part of the Site at any time. BEATGASM takes no responsibility and assumes no liability for any Content or Musical Works you post to the Site.

By submitting Content or Musical Works to BEATGASM, you understand and agree that: (i) such Content or Musical Works will be available to anyone in the world for streaming and viewing for promotional and/or commercial purposes, (ii) such Content or Musical Works will not be illegal, obscene, threatening, or defamatory, or infringe or violate the rights of any third parties; (iii) BEATGASM will not be liable for any royalties or fees to you or any other rights-holder of such Content or Musical Works; (iv) you grant BEATGASM a worldwide, nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, display, perform, reproduce, copy, publish, sell, distribute, and make derivative works of such Content or Musical Works; (v) you grant BEATGASM the right to use any name, image, likeness, voice, and any other biographical data (“Likeness”) of any person identifiable within such Content or Musical Works; (vi) you grant each user of the Site a non-exclusive license to access your Content or Musical Works, and to use, reproduce, distribute, display and perform such Content or Musical Works as permitted through the functionality of the Site and under this Agreement; and (vii) you retain all of your ownership rights in your Content or Musical Works, unless otherwise stated in this Agreement.

5) Copyrights Relating to Content or Musical Works

If BEATGASM discovers that you have posted Content or Musical Works for which you do not have the necessary authority from the copyright owner, BEATGASM may take all appropriate steps to rectify your noncompliance, including without limitation, disabling your ability to upload Content or Musical Works, terminating your account, removing your Content or Musical Works, and using reasonable efforts to prohibit you from signing up for another user account in the future. If at any time you reasonably believe that you do not have the rights necessary to authorize BEATGASM to make available certain Content or Musical Works, please notify BEATGASM immediately. If you are a copyright holder and you believe that any of the Content or Musical Works, which are directly available via the Site, infringes your copyrights, please contact us according to our DMCA policy found at www.beatgasm.com/license.

6) Code of Conduct

You agree not to use the Site to: (i) interfere with, manipulate, or take any actions that may undermine the integrity of the Site or any rating system used on the Site; (ii) collect or store personal data about other users; (iii) harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any other user without their prior explicit consent; or (iv) reverse engineer or decompile any elements of the Site except to the extent you may be expressly permitted to decompile under applicable law.

7) Privacy

This section describes the information we collect, how we use and share it, and how you can control the use of your information in connection with the Site. If you have any questions about privacy policy, please contact us at [ingo@BEATGASM .com].

a) Collected Information

We collect information during the registration process and as part of your use of the Site, such as your username, password, e-mail address, date of birth, gender, postal code, and country. We may also collect information you add to your profile, such as your mobile phone number, profile photo, location, and biography. If you connect to the Site using your credentials for any third party social networking sites, you authorize us to collect any information that may be available on or through those accounts. We store this information so that it can be used for the purposes explained in Section 7(b). When you use the Site, we automatically collect certain information, including: (i) information about your use of the Site, such as listening habits, likes, shares and favorites; (ii) the details of the queries you make; (iii) Content; and (iv) technical data, which may include the URL you are coming from, unique device ID, network, computer, location, language, and identifying information, and transactional information enabling digital rights management.

We may also collect and store sensitive private information, which may consist of your PayPal username, PayPal password, credit card number, credit card expiration date, credit card CSC, credit card type, and password (plain text or encrypted) in connection with placing orders through our shopping portal (shop.beatgasm.com). This information is collected and stored by BEATGASM and/or our third party payment processor to facilitate those transactions, but such information will not be shared with any other third parties.

BEATGASM may use “cookies” to operate essential functions of the Site, track site usage and trends, provide advertising on the Site, and improve and customize your experience with the Site. A cookie is a small text file that resides on your computer, mobile phone, or other device, and allows us or our business partners to recognize your device when you return to the Site. We may allow certain business partners to use cookies for those purposes.

b) Usage and Sharing of Collected Information

We may use the information collected through the Site, including your personal information, to: (i) provide, promote, personalize, and ensure technical functioning of the Site, develop new products and Site, and analyze your use of the Site; (ii) communicate with you for Site-related purposes; (iii) enforce this Agreement, including to protect the rights, property or safety of BEATGASM, its users or any other person and the content of the Site; and (iii) as otherwise stated in this Agreement.

We may also use and share your public information to promote the Site and to help others find you and/or your profile content. Your activity on the Site, including but not limited to music you listen to, like, favorite, or add to your profile may automatically appear in the activity feed of friends. We may use and share your information to notify others about news related to your profile and activities or other actions, which we think, may be of interest to them. Likewise, we may notify you about activities of other users.

You acknowledge and agree that the use of information that any third party social networking sites collect from you is governed by their privacy policies, and BEATGASM’s use of such information is governed by this Agreement.

We may also share your information to third parties for these limited purposes: (i) to allow a merger, acquisition, or sale of all or a portion of BEATGASM’s assets; (ii) to respond to a court order or subpoena, if we believe in good faith that it is necessary to do so; (iii) to inform business partners about use of the Site, in the form of aggregated statistics or otherwise in a format which does not reveal your identity; or (iv) if you expressly opt in to such sharing.

c) Data Security

BEATGASM takes reasonable precautions to protect information from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. BEATGASM has in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information from loss, misuse, unauthorized access or disclosure, alteration, or destruction.

When you enter sensitive information (such as a credit card number) on our shopping portal (shop.beatgasm.com), we encrypt that information using secure socket layer technology (SSL) prior to transmission to our servers and/or our third party payment processor.

8) Intellectual Property

BEATGASM is the owner of all intellectual property rights associated with the Site, including all associated software, logos, trademarks, service marks, domain names, pictures, photographs, images, text, and graphics, but excluding your Content and Musical Works. You agree not to display or use any BEATGASM intellectual property without BEATGASM’s prior written permission.

9) International

You are responsible for adhering to all relevant local and national laws wherever you use the Site. You agree not to use the Site or export any portion of the Site, including the Content and Musical Works, in violation of U.S. export regulations.

10) Termination

This Agreement will continue to apply to you until terminated by you or BEATGASM. BEATGASM may terminate the Agreement or suspend your access to the Site at any time. Without limiting other remedies, BEATGASM reserves the right to investigate and take appropriate legal action, including without limitation, removing Content or Musical Works from the Site, or suspending or terminating your membership, in its sole discretion if: (i) you breach any provision of this Agreement; or (ii) your actions may cause financial loss or legal liability for you, BEATGASM or its users. Upon termination or suspension, you agree that BEATGASM shall have no liability or responsibility to you, and BEATGASM will not refund any amounts that you have paid to BEATGASM, to the fullest extent permissible by law. You understand that any Content or Musical Works may remain on the Site indefinitely, and BEATGASM makes no representation with respect to the Site or the ability to remove Content or Musical Works.

11) Representations & Warranties

You represent and warrant that you: (i) have all power, authority and capacity to enter into the terms set forth in this Agreement; (ii) are over the age of 13; (iii) are solely responsible for all Content or Musical Works posted, uploaded, published, made available or displayed through your account, and for your interactions with other users; (iv) own or have the necessary licenses, rights, consents, and permissions to use and authorize BEATGASM to use all rights in and to any and all Content and Musical Works to enable inclusion and use of the Content and Musical Works in the manner contemplated by the Site and this Agreement; (v) have read and signed the License if you submit, upload or post any Musical Works; (vi) shall perform in compliance with any applicable laws, rules and regulations of any governmental authority; and (vii) will not use the Site to upload, post, link to, or otherwise make available any material that contains software viruses or any other computer code designed to interrupt, destroy, or limit the functionality of any computer software or hardware.

12) Disclaimer

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" BASIS. BEATGASM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13) Indemnification and Limitation of Liability

You indemnify and hold harmless BEATGASM from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) a breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (ii) use of any Content or Musical Work that you provided, uploaded, linked to or authorized for use by BEATGASM and its respective users, including without limitation any allegation that such use violates or infringes the rights of another party. You will reimburse BEATGASM on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section. BEATGASM shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon BEATGASM’s request. BEATGASM shall have the right, at its expense, to participate in the defense thereof.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BEATGASM BE LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER BEATGASM HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE; (ii) AGGREGATE LIABILITY FOR ANY CLAIMS WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO BEATGASM FOR THE SITE DURING THE TERM OF MEMBERSHIP.

14) Notices

Any notices to BEATGASM shall be sent by certified mail, return receipt requested, to: Amy G. Marino, Esq., Williams Mullen, 222 Central Park Avenue, Suite 1700, Virginia Beach, Virginia, 23462. Notice shall be deemed given three (3) days after the date of mailing.

15) Choice of law

This Agreement shall be governed by the laws of the State of Virginia, without regard to choice or conflicts of law provisions. Further, you agree to the exclusive jurisdiction of the state and federal courts in Norfolk, Virginia to resolve any dispute, claim or controversy that arises in connection with this Agreement.

16) Miscellaneous

This Agreement along with any additional terms, rules or regulations posted on the Site, and the License, if applicable, constitute the entire agreement between you and BEATGASM and govern your use of the Site. You also may be subject to additional terms and conditions that may apply when you use affiliate Site, third-party content or third-party software. The failure of BEATGASM to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

DMCA/Copyright Infringement Policy

If you are a copyright holder and you believe that any of the material, which is directly available via the Site, infringes your copyrighted work, please contact us as set forth below. Notifications and counter notifications of alleged copyright infringement should be sent to BEATGASM’s designated copyright agent at the following address:
Amy G. Marino, Esq.
Williams Mullen
222 Central Park Avenue, Suite 1700
Virginia Beach, VA 23462
amarino@williamsmullen.com; ip@williamsmullen.com
757-499-8800

a) Notification of Infringement

A notification of alleged copyright infringement must be addressed to BEATGASM ’s copyright agent as listed above and include the following:

1. A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed;
2. Specific identification of each copyrighted work claimed to have been infringed;
3. A hyperlink to the material that you claim is infringing on the Site;
4. Contact information for the complaining party, including name, address, telephone number, and email address;
5. A statement that the complaining party has a good faith belief that the use of the work 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 the allegedly infringed work.

b) Counter Notification

If the provider of an allegedly infringing work believes that the inclusion of that work in the Site is not infringing, that party may file a counter notification pursuant to sections 512(g)(2) and (3) of the Digital Millennium Copyright Act (DMCA).

A counter notification must include the following items:

1. A physical or electronic signature of the user;
2. A description and hyperlink to the material that has been removed;
3. A statement under penalty of perjury that the user has a good faith belief that the material was removed as a result of mistake or misidentification; and
4. The user’s name, address, and telephone number, and a statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which BEATGASM may be found, and that the user will accept Site of process from the person who provided the original DMCA notification.

Please note that we will send any complete counter-notifications we receive to the person who submitted the original DMCA notification. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days, we will restore the removed materials. Until that time, your materials will remain removed.