StageDive Content Submission Agreement

This Agreement is between StageDive, Inc. ("StageDive") and Artist, and governs StageDive's use of content Artist submits to StageDive. By indicating on the content upload form that you agree to the StageDive Content Submission Agreement, you are entering into this Agreement on your own behalf, or, if you represent a group or business, on behalf of the group or business you represent. If you are an individual acting on your own behalf, then “Artist” refers to you, and if you are representing a group or business, then “Artist” refers to that group or business.

1. License. This Agreement applies to all video content, including all musical compositions, sound recordings, animations, photographs, links, information, names, likenesses, trademarks, text and other materials contained in or related to such video content, that Artist submits to StageDive (collectively, the "Video"). The Video shall, as between the parties, remain the property of the Artist, except that Artist grants StageDive a non-exclusive, worldwide, fully sub-licensable and transferable, royalty-free license to reproduce, broadcast, transmit, deliver, display, perform and otherwise use the Video in connection with the Service and in connection with the promotion, distribution, or both, of the Service through syndication and/or any other manner and media now known or hereafter devised. The "Service" means StageDive's digital audio and audio-video service, which currently provides a platform/toolset for the sharing and broadcast and digital transmission of video/audio recordings. The foregoing license granted to StageDive includes the right to transmit and deliver the Video by way of digital download, streaming, podcast, digital cable, fiber-optics, wireless, satellite, set-top boxes, and any and all online media providers. The current URL for the Service is http://www.stagedive.com. StageDive may offer a number of other products or services through the Service, and the Service may change from time to time. This Agreement will continue unless and until one party provides the other with at least thirty (30) days written notice of its election to terminate this Agreement.

2. Video Content.Without limitation, the Video includes (a) all of the performances embodied therein; and (b) anything associated with such performances, including all musical compositions and other materials contained in such performances.

3. Editing. In connection with the exercise of licenses granted hereunder, StageDive, in its absolute discretion, may edit, abbreviate, modify, transcode, and prepare derivative works of the Video, and may also exercise such other rights that are not expressly granted hereunder but that may be reasonably necessary or desirable. Artist acknowledges and agrees that StageDive may deliver advertising within the Video (by way example only, by inserting advertisements into the Video) or otherwise in connection with the Video (by way of example only, advertisements may be placed within the webpage and/or video player through which the Video is viewed by end users).

4. Warranties. The Artist and each of its individual members represent and warrant that there are no legal impediments to their grant to StageDive of all rights granted herein. By way of example only, the Artist and each of its individual members represent and warrant that it, they, or any one of them are not under contract with any royalty collection agencies as would result in any royalty, burden, or impediment upon or to the Video including any musical composition contained therein. The Artist and each of its individual members shall defend, indemnify and hold StageDive free and harmless from any violation of the above warranty and any third-party claims related to StageDive's use of the Video in accordance with the terms of this Agreement.

5. Removal of Materials. StageDive reserves the right in its sole discretion to remove any materials from the Service. The manner in which the Video is made available is entirely within the discretion of StageDive.

6. Marketing. In connection with the promotion of the Service, StageDive may use the Video, including the names and likeness of the artists, producers, performers, writers, and others who contributed to/and or who are featured in the Video.

7. Releases. The Artist is solely responsible for obtaining the rights to use any intellectual property and other materials and rights licensed to StageDive hereunder. To the extent permitted by law, the Artist hereby waives any so-called "droit moral" or "moral rights" applicable under the laws of any jurisdiction. The Artist represents and warrants that it is the legal owner of all intellectual property, including any and all musical compositions and other materials, that it employs in the audiovisual performance contained in the Video. Without limiting the foregoing, Artist agrees that it will not submit any so-called "cover songs" to StageDive. The Artist agrees to defend and hold StageDive free and harmless from any claims of infringement of intellectual property rights, or other rights, regardless of whether such claims are valid. The Artist also represents and warrants that the Video is free of any legal impediment that would violate any contractual or other duty to include by way of example exclusivity contracts, covenants not to compete, or engagements contracted with others. The Artist shall not subject any portion of the audiovisual performance contained in the Video, including use of its songs in said performance, to performance royalty organizations such as BMI or ASCAP, or to any other entity or arrangement as would impose a royalty or other burden on the use of the rights granted to StageDive herein unless (a) Artist specifically informs such organization of the license granted to StageDive herein (which notice must also meet any requirements set by the applicable organization) and (b) the applicable organization would not impose a royalty or other burden on the use of rights granted to StageDive herein. Artist agrees that if any portion of the audiovisual performance contained in the Video, including use of its songs in said performance, has already been registered with a performance royalty organization, that such organization will not impose a royalty or other burden on the use of rights granted to StageDive herein, and that Artist will notify such performance royalty organization of the license granted to StageDive herein (which notice must also meet any requirements set by the applicable organization). Without limitation, Artist warrants and represents that it will not submit any content to StageDive that contains any pornographic, hate-related, violent or illegal content.

8.Assignment. StageDive's rights are freely assignable, transferable, encumberable and sellable.

9. Modification. StageDive may from time to time modify the terms of this Agreement upon thirty (30) days notice to the Artist (an "Amendment Notice"), which notice will be sufficient if delivered to the Band Administrator (a) via email, or (b) via an announcement accessible in the Band Administrator's StageDive account. In the event of any such Amendment Notice, if Artist does not consent to the applicable amendment, Artist's sole recourse shall be to terminate this Agreement prior to the date the applicable amendment is to take effect, and any failure by Artist to do so shall be deemed to be an acceptance of the terms set forth in the applicable Amendment Notice."Band Administrator" means the individual establishing the StageDive account for the Artist.

10. Construction. Wherever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words without limitation.

11. Joint and Several Liability. The individual members of the Artist are jointly and severally liable for the obligations of the Artist under this agreement.

12. Consent. The members of the Artist represent and warrant that they are of legal age to enter into this Agreement.

13. Change in Members. The Artist shall immediately notify StageDive should the members of the Artist change. The Artist shall immediately notify StageDive should there be a guest performer added to the Artist for a particular audiovisual performance. StageDive may require, in its absolute discretion, that the Artist execute an updated version of this Agreement should the membership of the artist change. Without limiting the foregoing StageDive may require that added members of an Artist execute a document adding them to this Agreement. Any member of Artist may, on behalf of Artist, upload video content and related materials to the Service, once such member shall have been approved by the Band Administrator in accordance with StageDive's approval process. For the avoidance of doubt, the use of such content shall be governed by this Agreement.

14. Notices. All notices required or permitted to be given under this Agreement will be in writing. Notices to StageDive must given by (i) U.S. mail, or overnight courier, and (ii) electronic mail. If Artist gives notice to StageDive, Artist must use the following addresses: StageDive, Inc. 668 Van Buren Street Monterey, CA 93940. Except as otherwise provided herein, notices to Artist must be given by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If StageDive provides notice to Artist, StageDive will use the contact information provided by Artist to StageDive. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non- delivery is generated. If applicable law requires that a given communication be "in writing," Artist agrees that email communication will satisfy this requirement. This Paragraph is subject to Paragraph 9.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon applicable to agreements deemed entered into and fully performed therein. Venue and jurisdiction for disputes under this agreement shall be exclusively in courts of competent jurisdiction in Multnomah County, Oregon. By entering into this Agreement, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claim arising out of, relating to or connected with this Agreement must be asserted individually.

16. Entire Agreement. This Agreement sets for the entire agreement of the parties related to the subject matter hereof and, except as otherwise provided herein, may only be amended by written instrument signed by all parties. This Agreement is in addition to, and does not replace the StageDive Terms of Service.