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LP33.TV NON-EXCLUSIVE Artist Agreement

BY ELECTRONICALLY SIGNING THIS LEGALLY-BINDING AGREEMENT (“AGREEMENT”) AND BY UPLOADING ELECTRONIC FILES OF YOUR SOUND RECORDINGS AND/OR AUDIOVISUAL WORKS (COLLECTIVELY, “MASTERS”) TO LP33.COM (“SITE”), A WEBSITE OPERATED BY myAWOL, LLC, d/b/a LP33 (“LP33”), YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND TO THE SITE’S PRIVACY POLICY AND TERMS OF USE, WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE. IF THESE TERMS ARE CONSIDERED AN OFFER BY LP33, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

If you are uploading Masters as a group, as used herein, “you” shall refer to your group collectively and to each member individually. You may at any time request a copy of this Agreement by emailing us at: artistrelations@lp33.tv, Subject: Artist Agreement.

1. Grant of Rights.

a. Masters; Compositions. You hereby grant to LP33 a non-exclusive, worldwide, sublicensable license to publicly perform (including, without limitation, via on-demand digital streams) the Masters and any underlying musical compositions (collectively, “Compositions”), via any digital or wireless means and channels, now known or hereafter developed, owned or controlled by LP33 or its designees. Without limiting the generality of the foregoing, such license shall include the right to synchronize the Masters and Compositions with audiovisual works, and the right to encode and convert the Masters and Compositions to any digital format deemed appropriate by LP33.

b. Name and Likeness; Content. You hereby grant to LP33 a non-exclusive, worldwide, sublicensable license (i) to reproduce and display any artwork, photographs, liner notes, metadata, track data lyrics and editorial content relating to the Masters or Compositions (collectively, “Content”), and (ii) to use the name (including professional name(s)), likeness, performances, photographs, and biographical material of each performer, producer, and songwriter featured on a Master, solely in connection with exploitation of the Masters, Compositions and Content hereunder. Concurrently with uploading a Master to the Site, you shall upload, in a digital format reasonably acceptable to LP33: (i) any Content relating to such Master; and (ii) accurate copyright information for such Master, underlying Compositions, and related Content.

c. Third-Party Rights. Without in any way limiting the rights granted in this Section 1 or your warranties under Section 3 herein, you shall be solely responsible for obtaining any third-party licenses required in connection with exploitation of the Masters, Compositions or Content hereunder, and for making payments thereunder.

2. Termination. Either party may terminate this Agreement for convenience at any time. Without limiting the generality of the foregoing, LP33 will terminate your LP33 upload account if you repeatedly upload material that infringes on third-party copyrights. Sections 3 through 5 shall survive termination of this Agreement for any reason.

3. Warranties and Representations. You hereby warrant and represent that: (i) You are at least eighteen (18) years of age and have the right and power to enter into and fully perform all of your obligations under this Agreement; (ii) You have the authority and right to provide LP33 with the rights granted herein; (iii) LP33’s exercise of the rights granted herein will not infringe upon any copyright, trademark, right of publicity, moral right or other proprietary, intellectual property, contractual or other right of any person anywhere in the world; (iv) Neither the Masters, Compositions nor Content violate any applicable laws or regulations, including, without limitation, defamation and obscenity laws; (v) The Masters do not include any samples or interpolations; (vi) No agreement of any kind entered into by you prior to or during the term hereof does or will interfere in any manner with your complete performance of this Agreement, or with the rights granted to LP33 herein; and (vii) LP33 shall not be required to make any payments to third parties in connection with exploitation of the Masters, Compositions or Content hereunder.

4. Indemnification. You will jointly and severally defend, indemnify, and hold harmless LP33, its parents, subsidiaries, affiliates, and their respective directors, officers, employees, and agents, with respect to any claim, demand, cause of action, or debt or liability brought by or claimed by any third party, including attorneys’ fees (collectively “Claims”), to the extent that any such Claim is based upon or arises out of a breach of any of your representations, warranties, covenants, or obligations hereunder.

5. Miscellaneous. Neither party may assign its rights or obligations hereunder to any third party without the other party’s prior written consent, provided that no such consent shall be required for assignment to an entity that acquires all or substantially all of the assigning party’s business or assets. Any purported assignment in violation of the foregoing shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws provisions thereof. Unless otherwise elected by LP33, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. federal courts having within their jurisdiction the location of LP33’s principal place of business and the parties hereby consent to the jurisdiction of such courts. Notice may be given by any of the following methods and shall be deemed to have been received: upon personal delivery; if sent by fax, upon confirmation of receipt; if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing; if by email or other electronic transmission, upon successful transmission with receipt notice. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees. For all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venture, or agent of the other. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, LP33 SHALL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, OR (III) LOST PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE TECHNOLOGY OR SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.