BeatKings.com Music  Submission Agreement

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

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

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

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

General Terms

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

2.     Revenue  Share: As a registered artist/producer you authorize the revenue  splits as follows with BeatKings.com

Exclusive &  Non-exclusive Licenses: 70% sale of the license to the artist/  producer - and 30% to BeatKings.com

Artist /  Producer must set up a verified PayPal account to receive pay from  their license sales. BeatKings.com has 30 days from day of purchase  of license to transfer the artist / producers share.

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

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

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

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

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

8. Terms And Conditions. The 'Terms And Conditions of Web Site Use' as found online at http://www.BeatKings.com/

9. Producer Revenue Disclosure: Producers' revenue may be revealed on the site for purposes to generate more interest for a producers' catalogue by ranking producers by Revenue generated.

9. Miscellaneous. This agreement will be governed by California law, excluding conflict  of law principles. Any action or proceeding arising out of or related  to this agreement must be brought in a state or Federal court located  in jurisdiction of Sunnyvale, California, and we both irrevocably  submit to the exclusive jurisdiction of such courts. All notices,  requests and other communications under this agreement must be in  writing (e-mail messages shall be deemed writings). This agreement  sets forth the entire understanding and agreement of the parties as  to this agreement's subject matter and supersedes all prior  proposals, discussions or agreements with respect to such subject  matter.
   
From time to time, we may change this  agreement. When such modification is made, we will post a revised  version of this agreement on the Website. Modifications will be  effective when they are posted. We are not required to provide you  with notification that any such modification has been made.