XM.7DIGITAL, LLC

CONTRACT AGREEMENT

Please read these Terms of Use (“Agreement” or Terms of Use”) carefully before using the services offered by Xm7digital LLC (“Company”). The agreement sets forth the legally binding terms and conditions for your use of all Services, including the Website, that is owned and/or operated by Xm7digital LLC. By using any Services offered with a valid Xm7digital account, you agree to be bound by the Terms of Service in its entirety. If you do not agree, and do not accept the Terms of Service in its entirety, you may neither access nor use any Services offered by Xm7digital LLC.

You are responsible for maintaining a valid email address and phone number as well as other valid contact information if you receive any services from Xm7digital. Xm7digital corresponds with clients, members, and artists via “Email Only”.

You represent, warrant and can provide proof to Xm7digital LLC to full satisfaction upon request, that you own and/or control all right to your Sound recordings and Musical works. You also warrant that no fees of any type shall be due to any third-party, including but not limited to any union, guild, artist, musician, engineer, or producer, for the use of said material submitted for use as authorized under this Agreement. This is Xm7digital which is located at xm7digital.com (the “Site”). The following Terms of Service (“TOS”) contain the terms and conditions that govern your use of the Site and Xm7digital LLC Service (as defined below). Purchase of any product or service that you may choose on the Site constitutes your agreement to and acceptance of all the TOS.

1. Grant of Rights

Upon acceptance and agreement with all terms and conditions, Xm7digital will have exclusive rights to all materials uploaded to the website for a period of two year from the date said material is uploaded and approved. To properly promote, market, and distribute your material and help determine your market, a full calendar year will be necessary. XM7 digital cannot and will not be responsible for any ‘Cover Songs” (pre-recorded material) uploaded or submitted by you (the Artist) to our website. If there are any legal action incurred because of such actions, Xm7digital will refer all legal action and Attorney’s fees to you (the Artist).

2. CONDUCT

Xm7digital does not control, or attempt to control the content of your material, nor does it have, or claim to have any obligation to monitor your content for any purpose, however at its discretion, Xm7digital may access some, or all your content. Moreover, Xm7digital reserves the right, and sole absolute discretion, to remove any or ALL your content from the website if such content is: patently offensive, defamatory, or pornographic; is the subject of a conflict between you or Xm7digital and a third-party concerning ownership, permission of content.

threatens, harasses, abuse or attempt to abuse, slander, defame, or violate the legal rights of others. to publish, distribute or disseminate inappropriate, profane, vulgar, defamatory, infringing on obscene, tortuous, indecent, unlawful, insightful, offensive, immoral, or otherwise objectional.

to transmit or upload material containing viral, Trojan horses, worms, time-bombed, cancelbots, e-bombs or any other harmful or damaging software. To use the website in any manner that would violate any federal, state, or local law, rule, regulation, or ordinance.

3. Termination

This Agreement shall commence on the date you upload any material to this Website and shall remain in effect for 24 months, or until terminated by one of the parties according to the following:

You may terminate this Agreement at any time, with us without cause, upon 30 days written notice by sending an e-mail to Xm7digital LLC. We may terminate this Agreement at any time, with us without cause, upon 30 days written notice by sending an e-mail to the address you provide upon registration. This Agreement’s expiration shall not relieve either party from any obligations incurred prior to or during the term of this Agreement.

You may discontinue the rights, licenses and authorizations granted by this Agreement with respect to a specific material without terminating the Agreement by providing written notice to Xm7digital LLC by e-mail and paying an administrative fee of $25 per uploaded item, or such other amount as may be specified by Xm7digital. Upon notice and receipt of the administrative fee. Xm7digital LLC will no longer be an authorized distributor of material. Xm7digital will no longer offer the material for license or sale. Any discontinuation of rights to distribute material shall not affect any transactions with respect to the material that was completed prior to the effective date of the notice of discontinuation.

4. Publishing

We at Xm7digital require that every Artist register with a Publishing Company, such as BMI, ASCAP, SOUND EXCHANGE, or SESAC to collect and receive payment of Royalties from our XM.7Digital Radio Station as well as any other radio entities. The artist does not have to have a Publishing representative to acquire either “airplay” and/or receive distribution, but we at Xm7digital strongly advise every Artist to do so. There are no third-party affiliates or Pay-for-Play associated with xm.7digital.

5. Fees and Payment

Xm7digital will make payment to the Artist, duly, or legally assigned representative electronically for any sales from our website or web activity. Payments will be deposited every 6 months on January 15^th& July 15^th. Weekends and Holidays could affect payment due date. The deposit will go into the Artist’s registered Financial Institution after review of sales activity, accompanied by a detailed report. The Artist will receive Ninety-Five Percent (95%) of all sales, and One Hundred Percent (100%) of all BDS (airplay). royalties. In addition, there is “no” third-party affiliates or Pay-for-Play. Each Artist will also receive a 1099 form at the end of each calendar year.

6. Indemnification

You agree to indemnify, defend and hold Xm7digital and its representatives, harmless from all damages, claims, legal costs, including attorney’s fees arising from any breach, perceived breach, or alleged breach of any of the warranties, representations, covenants or agreements made by you any third party due to arising out of your access to use of this website. Upon receipt of a claim that any work infringes a third party’s rights, XM7 Digital reserves the right to suspend distribution of the work and forwarding of any sales data or payments received. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant.

7. Amendments

Xm7digital reserves the right to revise or modify this Website, the services offered through this Website and this Agreement at any time, with or without notice. Although Xm7digital may attempt to notify you when major changes are made to this Agreement, you should periodically review the most up-to-date version at XM7 Digital Your continued use of this Agreement will be deemed your acceptance of, and agreement to the modifications or revisions thereof.

8. Disclaimer

Xm7digital is provided “as is”, and makes no guarantee of its compatibility, availability, and does not warrant its website is “without faults or errors”. In using the website, you agree to take full measure of responsibility for any or all negative consequences not intentionally caused by XM7 DIGITAL direct or intended actions and hold Xm7digital LLC harmless in event of any material loss or damages, financial or otherwise, that may ensue from the use of the website.