Audio Content Submission and License Agreement

This Audio Content Submission and License Agreement (this “Agreement”) contains the terms under which DharmaMix LLC, located at 1248 5th St, Suite 1782, Santa Monica, CA 90401 (“DharmaMix”) agrees to permit you to upload and submit audio content (the “Content”) to the DharmaMix website (the “Site”) for possible use in audio tracks that may be produced by or on behalf of DharmaMix, as more particularly described below.

Please read this Agreement carefully. If you agree to be bound by each of the terms and conditions contained in this Agreement, you can complete the Audio Content Submission Form attached as Exhibit A, and indicate your agreement with the terms of this Agreement through the electronic signature process below, and upload your Content.

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1. This Agreement shall constitute the entire agreement between you and DharmaMix concerning the Content designated on the attached Audio Content Submission Form that you are submitting to DharmaMix. For the avoidance of doubt, this Agreement shall govern the licensing of the Content to DharmaMix, notwithstanding any other agreement you may have previously entered into (or may in the future enter into) with DharmaMix, including the Site’s Conditions of Use.

2. Content Submission: Upon receipt of a fully executed Audio Content Submission and License Agreement and completed Audio Content Submission Form, the staff of DharmaMix may choose to review the submitted Content for possible use and incorporation of the submitted Content in one or more audio tracks or compilations produced by or on behalf of DharmaMix (each a “DM Track”). You acknowledge and agree that (a) DharmaMix shall have no obligation to review or consider using any Content you submit to the site; (b) in the event DharmaMix chooses to use any of your submitted Content, you shall have no control regarding the manner in which your Content is utilized by DharmaMix in the production, distribution, sale or performance of any DM Track. DharmaMix reserves the right to reject any submitted Content for any reason at any time in its sole discretion.

3. Content License to DharmaMix: You grant to DharmaMix a perpetual worldwide, nonexclusive, royalty-free, fully sublicenseable and fully transferable license (the “DM License”) under all copyrights and other intellectual property rights, for DharmaMix or its designee, licensee or sublicensee to use, reproduce, distribute, transmit, modify (including without limitation by removing lyrics or music from any submitted Content or substituting the lyrics and/or music with other lyrics or music selected by DharmaMix), prepare derivative works of, display and perform (including digitally) any Content you upload to the Site, in connection with DharmaMix’s business including in the production, recording, distribution, performance, licensing, sale and promotion of DM Tracks and related video, audio, multimedia or other content produced, promoted or distributed by DharmaMix, in all media formats or distribution channels and technologies. For the avoidance of doubt, the DM License includes a license to the musical composition, including lyrics, sound recordings, voices, performance and any other audio content incorporated in the submitted Content. Upon reasonable request, you agree to execute and deliver documents to us that will evidence and effectuate our rights under this Agreement.

4. Waiver of Additional Rights: Subject to the terms of this Agreement, and the performance and delivery by DharmaMix of any obligations of compensation or attribution set forth herein, you waive the following rights with respect to any and all musical compositions contained in any submitted Content: (a) right to recover performance royalties under blanket licenses, including the right to collect such royalties individually or through a performance rights society; (b) the right to recover mechanical rights or statutory royalties; and (c) the right to recover any royalty that may be applicable for any public digital performance of the Content, such as webcasting or podcasting.

5. Ownership of Content: You retain ownership of the copyrights and other rights in your submitted Content, subject only to the nonexclusive licensed rights granted to DharmaMix herein. You are free to grant similar nonexclusive licenses to others for your Content.

6. Consideration: DharmaMix empowers you, as the creator of your Content, with a choice of ways to be compensated (if at all) when you submit your Content to DharmaMix. We offer two different options with regards to any Content you submit through the Site. Please select one of them below to indicate which option you would like to apply to the Content you are submitting to DharmaMix:

7. Representations: You affirm, represent and warrant that (a) you are over the age of 18 and are fully able to enter in to the terms and conditions of this Agreement; (b) you own or have the necessary licenses, rights, consents and permissions to use and authorize DharmaMix to use all copyrights or other proprietary rights in and to any and all Content that you upload to the Site necessary to include the Content in DM Tracks as contemplated in this Agreement without the need for permission from or payment to any third party; and (c) to the extent applicable or required, you are a member of ASCAP, BMI, SESAC or any other performing rights society that may be applicable to any musical compositions or sound recordings you submit to DharmaMix, and such compositions and recordings are available for licensing to us under the terms of this Agreement. To the extent that any “moral rights” or similar rights to the Content exist and are owned by you, you agree not to enforce such rights as to us or our licensees, distributes or assignees.

8. Warranty Disclaimer: IN CONNECTION WITH YOUR USE OF THE SITE AND UPLOADING OF ANY CONTENT, DHARMAMIX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, AVAILABILITY OR COMPLETENESS OF THE SITE’S SERVICES OR WITH REGARD TO ANY DM TRACKS THAT ARE PRODUCED BY OR ON BEHALF OF DHARMAMIX, AND DHARMAMIX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGES OF ANY KIND REULTING FROM YOUR ACCESS OR USE OF THE SITE OR UPLOADING OF CONTENT TO DHARMAMIX.

9. Limitation of Liability: IN NO EVENT SHALL DHARMAMIX, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULUTING FROM YOUR ACCESS TO OR USE OF THE SITE OR THE SUBMISSION OF YOUR CONTENT TO DHARMAMIX, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT DHARMAMIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Indemnity: You agree to defend, indemnify and hold harmless DharmaMix, its officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including attorney’s fees) arising from (a) your use of the Site, (b) your violation of any terms of this Agreement, or (c) your violation of any third-party’s rights with respect to any Content. This obligation will survive any termination or expiration of this Agreement.

11. No Confidentiality: You acknowledge and agree that any Content you submit to DharmaMix is not being made in confidence, and that no confidential or fiduciary relationship is intended or created between you and DharmaMix in any way, and that you have no expectation of any review, compensation or consideration of any type, other than as may be specifically stated in this Agreement.

12. Assignment of Rights: The terms of this Agreement and any rights granted to you hereunder may not be assigned or transferred by you, whether by operation of law or otherwise, without the prior written consent of DharmaMix. Any attempt to assign without such consent shall be void and of no effect. DharmaMix shall be permitted to assign any of the rights and licenses granted to it hereunder without restriction.

13. General Terms and Conditions: This Agreement shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely within California, without regard to its conflict of laws principles. Any claim or dispute between you and DharmaMix shall be decided exclusively by a court of competent jurisdiction in Los Angeles County, California. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the other provisions of this Agreement, which shall remain in full force and effect. No waiver of any terms of this Agreement shall be deemed a continuing waiver of that or any other term herein.

BY CLICKING [I Do Accept] and submitting any material or information to DharmaMix, you explicitly confirm that you have read, understood and agree to the terms and conditions of this Audio Content Submission and License Agreement.

I Do Accept the terms and conditions of this Audio Content Submission and License Agreement between myself and DharmaMix LLC. I affirm that all of the representations made in this Agreement and the Audio Content Submission Form are true and correct as of the date hereof.

I Do Not Accept the terms and conditions of this Audio Content Submission and License Agreement between myself and DharmaMix LLC.

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