AudioMicro Upload Agreement (Online Content Provider Agreement v11)

							            CONTENT PROVIDER AGREEMENT (UPLOAD AGREEMENT)


This Content Provider Agreement (also referred to as the “Upload Agreement”) between you
(“you,” or “your”) and AudioMicro, Inc., a Delaware corporation ("AudioMicro" or “us” or
“our”) entered into as of the date you license Sound Recordings to us by uploading them to
AudioMicro.com (the “Effective Date”) is a contract and applies to the Sound Recordings, as
defined below, uploaded by you to the Service, as defined below. This Content Provider
Agreement operates in conjunction with AudioMicro’s Terms of Service applicable to the Service
and available at www.AudioMicro.com. In the event of any inconsistency between this Content
Provider Agreement and the Terms of Service, the terms of this Content Provider Agreement
shall govern but only to the extent to resolve the conflict.

If you do not agree to the terms of this Content Provider Agreement and our Terms of Service do
not license your content to us and do not upload content to AudioMicro.com.

ARTICLE 1 DEFINITIONS

1.1 The Service

The "Service" is defined as follows: Any content, licenses and services available through
http://www.AudioMicro.com/.

1.2 Sound Recordings

Sound Recordings is defined as follows: Any sound recording, including but not limited to stock
music, production music, music cues, production elements, sound effects and the like (each one a
"Sound Recording" and together "Sound Recordings") recorded by you.

1.3 Content Provider

Any person or entity or their agent or the like who makes a Sound Recording available for
download on AudioMicro.com through acceptance of this Content Provider Agreement.

ARTICLE 2 LICENSE

2.1 By uploading or otherwise providing a Sound Recording to AudioMicro pursuant to this
Content Provider Agreement:

        (i) you expressly grant to AudioMicro the non-exclusive worldwide right and license to
        make the Sound Recording available to the public by any means and media now known
        or later discovered or developed, including making any Sound Recording available to
        third parties through content license agreements, including uploading any Sound
        Recording to AudioMicro.com to make such Sound Recording available for download
        from AudioMicro.com, including any communication to the public of the Sound
        Recording, by wire or wireless means, including the performing or making available to
        the public of the Sound Recordings in such a way that members of the public may access
        Sound Recordings from a place and at a time individually chosen by them, to make direct
        or indirect, temporary or permanent reproductions of the Sound Recording by any means
        and in any form, in whole or in part or to synchronize the Sound Recordings with visual
        images, other music or sound, dramatic productions, and various commercial uses;

        (ii) you expressly grant AudioMicro the non-exclusive right to grant non-exclusive, sub
        licensable, assignable, perpetual licenses to users of the Service and third parties to
        synchronize the Sound Recording with audio/visual productions, including but not
        limited to television programs, radio commercials, TV commercials, websites (in a
        streaming format only), corporate videos, video games or other software applications,
        power point presentations and the like, in accordance with all of AudioMicro´s rules and
        policies, including but not limited to this Agreement and, if applicable, our Content
        License Agreements, Privacy Policy and Terms of Service;

        (iii) you expressly grant AudioMicro the right to publicly perform and the right to
        authorize others to publicly perform the Sound Recordings for profit and the right to
        collect all fees and royalties becoming due from such performances, if any.


2.2 By uploading or otherwise providing a Sound Recording, you grant AudioMicro the right to
use the Sound Recording for its own business purposes relating to the promotion of the Service.
No compensation shall be due for use of the Sound Recording for such business purposes.
Promotion of the Service may include granting free download credits to AudioMicro customers.
No compensation will be due to you for downloads that occur as a result of the use of free
downloads by AudioMicro customers. AudioMicro further reserves the right to license your
content free of charge to third party distribution outlets and their end users in exchange for
promotion of the Service.

2.3 Aside from AudioMicro's license in uploaded Sound Recordings and AudioMicro's right to
use the Sound Recordings for business purposes related to the promotion of the Service, all rights,
including title and copyright, in and to the uploaded Sound Recording will be retained by you,
and no title or copyright is transferred or granted in any way to us or any third party except as
provided in this Content Provider Agreement and the Terms of Service.

2.4 You acknowledge that the Sound Recordings you provide pursuant to this Content Provider
Agreement may be purchased or licensed by members of the Service pursuant to the terms of the
Terms of Service and our Content License Agreement. AudioMicro cannot take responsibility for
the compliance by purchasers and licensees or their compliance with applicable copyright law.
You acknowledge and agree to the possibility of Sound Recordings uploaded by you being used
in a manner that is not contemplated in this Content Provider Agreement or the Terms of Service.
You agree that AudioMicro will not be liable to you or any person alleging liability on your
behalf for any breach by a licensee of the terms of any agreement respecting Sound Recordings.
At your request and expense AudioMicro will use commercial efforts to assist in the protection of
your intellectual property rights.

2.5 By uploading or otherwise providing a Sound Recording, you grant AudioMicro the right to
place advertising on AudioMicro.com as well as other 3rd party websites alongside, before, after,
and within the both the Sound Recording itself and end user projects incorporating the Sound
Recording(s), including the exclusive right to monitor, control, and collect revenue from the
placement of advertising alongside, before, after, or within YouTube videos containing the Sound
Recording(s).

ARTICLE 3 NAME LIKENESS AND BIOGRAPHICAL MATERIAL

You grant AudioMicro the right to use your account name in connection with the distribution,
exploitation, marketing and promotion of the Service and promotion of the Sound Recordings or
both.

ARTICLE 4 REFUSING SOUND RECORDINGS

AudioMicro reserves the right to delete, move, refuse to accept or edit any Sound Recording
uploaded by you that, in its sole discretion, (i) violates or may violate this Content Provider
Agreement, (ii) violates or may violate the intellectual property rights of others, (iii) violates or
may violate the privacy rights of others, (iv) violates or may violate any of AudioMicro's policies
or (v) is deemed unacceptable in AudioMicro's sole discretion. AudioMicro shall have the right
but not the obligation to correct any errors or omissions in any Sound Recording as it sees fit.
Sound Recordings deemed unacceptable by AudioMicro are typically of low quality and may be
moved to a "Free Clips" section of AudioMicro.com

ARTICLE 5 ROYALTIES

5.1 When your Sound Recordings are licensed through AudioMicro and payment for such is
collected, AudioMicro shall pay you 40% of the net fees collected or if you have designated your
recording for sale "exclusively" with our Service, AudioMicro shall pay you 50% of the net fees
collected: provided, however, in no event shall the payment to you exceed $100 per license. In all
cases, payment of fees to you will be net of: (i) applicable taxes or other withholdings required by
applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees
incurred in enforcing this Content Provider Agreement or the Terms of Service; (iv) credit card
and/or PayPal processing fees; and (v) affiliate marketing and third party distribution
commissions; (vi) advertising costs incurred, including but not limited to, Google AdWords,
Yahoo Search Marketing, and Microsoft adCenter costs; and (vii) any amounts owing by you to
AudioMicro under this Content Provider Agreement or otherwise. Without limiting the generality
of the foregoing, AudioMicro is entitled to set-off against any amount owing to you, all amounts
to which it is or may be entitled under this Content Provider Agreement or otherwise at law.

Let us clarify regarding "exclusive" licensing. Licensing "exclusively" on AudioMicro.com does
not mean you are giving up your exclusive rights to your Sound Recordings. In contrast,
AudioMicro.com does not license exclusive rights to Sound Recordings - AudioMicro is a strictly
non-exclusive licensing website. Our definition of exclusive in this context means you upload
your Sound Recording only to AudioMicro and no other commercial music libraries. If you are
licensing your recordings at multiple music libraries or if you do not agree to license your Sound
Recording exclusively with AudioMicro, your earnings split will be 60/40
(AudioMicro/contributor).

To reiterate, if you are licensing a Sound Recording exclusively with AudioMicro.com, that
means that no other commercial music libraries carry your Sound Recording. If you are licensing
your Sound Recording non-exclusively, it means you can license your Sound Recordings with
other music libraries and on other websites in addition to AudioMicro.com.
5.2 While AudioMicro acknowledges that its policy is to provide the Content Provider with
certain payments whenever a Sound Recording, uploaded by the Content Provider, is
downloaded, the parties agree that AudioMicro may amend such policy from time to time, as
reasonable business objectives may require. Currently, you may request to be paid from your
balance on AudioMicro once the balance has reached a minimum of fifty dollars ($50).

5.4 As applicable, we shall use commercially reasonable efforts to register your Sound
Recordings with the appropriate Performing Rights Society and encourage our clients to register
the appropriate cue sheets. You shall be credited as writer/composer, and be entitled to a royalty
share of one hundred (100%) percent of the writer/composer share and fifty (50%) percent of the
publisher share. AudioMicro reserves the right to append track titles with the extensions “- AM”
and / or “- AudioMicro” and act as publisher on your behalf under the following publishing
entities:

For ASCAP - IMAGECOLLECT PUBLISHING - member # 156046 CAE/IPI # 557265232

For BMI - AUDIOMICRO PUBLISHING - member # 1168067 CAE/IPI # 558005946

5.5 In the event that you receive a recoupable advance royalty or advance royalties from
AudioMicro as part of any contest, promotion or as part of any separate agreement with
AudioMicro, you agree that any Sound Recordings you provide pursuant to this Agreement will
remain on the AudioMicro.com platform for a minimum of three (3) years from the date that
specific Sound Recording is uploaded to AudioMicro.com.

ARTICLE 6 THIRD PARTY RIGHTS

You shall be solely responsible for all licensing, reporting and payment obligations to any third
party in connection with the Sound Recordings and the use of the Sound Recordings as set
forward in this agreement. AudioMicro shall not be responsible to any third parties under this
agreement. Further, this agreement is not intended and shall not be construed to create any rights
in any parties other than AudioMicro and the Sound Recording Provider ("you").

ARTICLE 7 YOUR WARRANTIES

By uploading or otherwise providing a Sound Recording, you warrant that a) you are authorized
to enter into this Agreement; b) you have the capacity and the authority to grant us the rights
granted by you to us herein; c) each Sound Recording uploaded by you is original and does not
include sampled material unless you have obtained a license permitting the use of such sampled
material; d) you are the original composer of all music and lyrics contained in the Sound
Recording , or you have licensed the rights to such music and lyrics from the original
composer(s) and/or the copyright proprietor(s) of the original musical composition(s) from which
such music and lyrics are derived; e) no Sound Recordings submitted by you will violate any law,
or violate or infringe on the rights of any person, including contractual rights, intellectual
property rights, publicity and privacy rights or unfair competition, and no consent, license or
permission is necessary or shall be required by you or any third party in connection with the
transactions contemplated by this Content Provider Agreement; f) you are under no disability,
restriction or prohibition with respect to your right to execute this Content Provider Agreement,
either on your own behalf or on behalf of each member of your group; g) in keeping with
ARTICLE 6 and ARTICLE 8 of this Content Provider Agreement, AudioMicro will not be
required to make any payments of any nature to anyone, including all persons whose
performances or ideas are contained on the Sound Recordings, its producer(s), publisher(s) or
author(s) (including their rights societies) and any union, guild or affiliated trust fund; h) you
agree that you will not collude with other Content Providers or customers to either license your
own Sound Recordings (except infrequently and then only for legitimate creative purposes) or
predominately license the content of only a few Content Providers and/or customers. You
acknowledge that genuine Content Providers and customers typically license files from numerous
Content Providers and you agree that your subscription licensing behavior will conform to this
typical conduct. In addition to any other available remedies, if you breach this paragraph
AudioMicro may immediately terminate this Content Provider Agreement and/or, if applicable,
cancel and/or rescind any other arrangement between you and AudioMicro without any refund to
you. You further agree to forfeit any royalties earned by you in connection with your
misconduct; i) all Sound Recordings uploaded by you pursuant to this Agreement are not
currently registered with ASCAP, BMI, SESAC or other Performing Rights Society or any music
publisher, unless such music publishing company is owned and operated by you.

ARTICLE 8 INDEMNITY

8.1 You agree to indemnify, defend and hold AudioMicro and its affiliates, and their respective
directors, officers, employees, agents and licensees of Sound Recordings harmless from and
against any and all claims, liability, losses, costs and expenses incurred by any of them
inconsistent with any agreement, undertaking, representation or warranty made by you in this
Agreement and/or the Terms of Service.

8.2 AudioMicro reserves the right, at your expense, to assume the exclusive defense and control
of any matter otherwise subject to indemnification by you, and in such case, you agree to
cooperate with our defense of such claim.

ARTICLE 9 TERMINATION

9.1 You shall be entitled to terminate this Content Provider Agreement at any time by giving
sixty (60) days written notice to AudioMicro[at]AudioMicro.com . We may also terminate this
Content Provider Agreement for any reason at any time and without notice. Should we desire to
give you notice of termination, email is sufficient and can be sent to either (i) the address to
which we most recently sent your royalty payment, or (ii) the address listed in your Account
Data. If we terminate your account pursuant to the terms of the Terms of Service, such
termination shall be deemed to be notice of termination of this Content Provider Agreement, as
well.

9.2 Upon termination we may remove Sound Recordings uploaded by you from the Service
within thirty (30) days of the date of termination of this Content Provider Agreement.

9.3 Notwithstanding any other provision in this Content Provider Agreement, the termination or
expiration of this Content Provider Agreement shall not alter or affect the rights granted to
licensees, sub-licensees or third parties by us pursuant to this Content Provider Agreement.

9.4 Termination of this Content Provider Agreement shall operate without prejudice to
AudioMicro's rights, defenses and limitations of liability provided under this Content Provider
Agreement or the Terms of Service, which rights, defenses and limitations of liability shall
survive termination of this Content Provider Agreement.

ARTICLE 10 MISCELLANEOUS PROVISIONS
10.1 This Agreement shall be governed by and construed in accordance with the laws of the state
of California without giving effect to the laws of your actual state or country of residence.

10.2 AudioMicro shall have the right to assign this Content Provider Agreement to any third
party. You shall not have the right to assign any right or obligation under this Content Provider
Agreement except the right to royalty payments.

10.3 In the event of a dispute relating to this Content Provider Agreement, your sole remedy is
damages at law (i.e., money). By entering into this Content Provider Agreement you agree to give
up any right that you may have to an injunction and any right that you may have to other
equitable remedies against AudioMicro.com and its directors, officers, employees, agents, and
licensees.

10.4 Nothing in this Content Provider Agreement shall be construed to make the parties partners,
representatives or agents of each other, nor shall either party so represent to any third party. The
parties hereunder are acting in performance of this Content Provider Agreement as independent
contractors engaged in the operation of their own respective businesses. A party's employees,
agents or representatives are not employees or agents of the other party and are not entitled to any
of the other party's benefits. Neither party shall be responsible for payment of the other party's
workers' compensation, disability benefits or unemployment insurance, nor shall it be responsible
for withholding or payment employment related taxes for the other party or its employees.


YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE, IN ADDITION TO THIS
CONTENT PROVIDER AGREEMENT READ AND AGREED TO THE TERMS OF
SERVICE AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND
CONDITIONS SET FORTH HEREIN.

BY UPLOADING SOUND RECORDINGS TO AUDIOMICRO.COM AND/OR USE OF
THE SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND
CONDITIONS HEREIN, AS APPLICABLE, AND GRANT AUDIOMICRO THE
RIGHTS SET FORTH HEREIN.