This agreement was most recently updated on 05/02/2012.

 

TABLE OF CONTENTS:

 

1.  TERMS AND CONDITIONS

2.  DIGITAL DOWNLOAD AGREEMENT

 

1.  TERMS AND CONDITIONS

 

Welcome to the worshipsong.com Site, which is located at www.Worshipsong.com (the "Site"). The following Terms of Service ("TOS") contain the terms and conditions that govern your use of the Site and Worshipsong, Inc. Service (as defined below). Purchase of any product or service on the Site constitutes your agreement to and acceptance of all the TOS.

 

Worshipsong, Inc., along with our licensees and assignees referred in this Agreement as “us” and “we” and “Worshipsong, Inc.”) reserves the right to revise this TOS in its sole discretion at any time and without prior notice to you other than by posting the revised TOS on the Site. Any revisions to the TOS are effective upon posting. The TOS will be identified as of the most recent date of revision. It is incumbent upon you to visit this page periodically to ensure your continued acceptance of this TOS. Your continued use of the Site after a revised version of this TOS has been posted by Worshipsong, Inc. to the Site constitutes your binding acceptance of such revision and the revised TOS. Notwithstanding the preceding sentences of this paragraph, no revisions to this TOS will apply to any dispute between you and Worshipsong, Inc. that arose prior to the date of such revision.

 

1. The Worshipsong, Inc. Service.

 

Worshipsong, Inc. provides a number of Internet-based services and products through the Site (all such services, collectively, the "Worshipsong, Inc. Service" and “Products”). Worshipsong, Inc. users may create and purchase individual Products for their own use or sell Products through the Site. Users who are artists and who would like to sell Products for digital download must also enter into the Digital Rights Agreement.

 

2. Use of the Site and Worshipsong, Inc. Service.

 

(a) Eligibility. Worshipsong, Inc. will only knowingly provide the Worshipsong, Inc. Service to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the Worshipsong, Inc. Service only under the supervision of a parent or legal guardian who agrees to be bound by these TOS. The Worshipsong, Inc. Service is not intended for children under the age of 13.

 

(b) Compliance With TOS and Applicable Law. You must comply with all of the terms and conditions of these TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the Worshipsong, Inc. Service and the Site.

 

(c) Your License to Use the Site and the Worshipsong, Inc. Service.

 

(1) Worshipsong, Inc. and its licensors solely and exclusively owns all intellectual property and other right, title and interest in and to the Worshipsong, Inc. Service and Site, except as expressly provided for in these TOS. You will not acquire any right, title or interest therein under these TOS or otherwise.

 

(2) Worshipsong, Inc. grants you a limited revocable license to access and use the Site and the Worshipsong, Inc. Service for its intended purposes, subject to your compliance with these TOS. This license does not include the right to collect or use information contained on the Site for purposes prohibited by Worshipsong, Inc.; create derivative works based on the Products or any third party content available via the Site; or download or copy the Site (other than page caching). If you use the Site in a manner that exceeds the scope of this license or breach this TOS, Worshipsong, Inc. may revoke the license granted to you.

(3) This Section 2(c) does not pertain to your intellectual property rights. Any rights relating to materials that you upload to the Site are covered by the Digital Rights Agreement.

 

(d) Third-Party Services.

 

Worshipsong, Inc. may use third parties to provide certain services accessible through the Site. Worshipsong, Inc. does not control those third parties or their services, and you agree that Worshipsong, Inc. will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOS when you use these services. If any such terms or policies conflict with Worshipsong, Inc.'s TOS, agreements or policies, you must comply with Worshipsong, Inc.'s TOS, agreements or policies, as applicable.

 

(e) Worshipsong Newsletter.

 

Worshipsong, Inc. is given permission by you to include your email in all future email communications.  Worshipsong, Inc. will not sell or distribute your email to Third Party companies.  Worshipsong, Inc. will only use your email for communications that originate from Worshipsong, Inc. 

 

3. Rules For Use Of the Site.

 

(a) Prohibited Use.

 

Except as may be expressly permitted by Worshipsong, Inc., you may not:

(i) interfere with the Worshipsong, Inc. Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware;

(ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Worshipsong, Inc. Service;

(iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet "search engine", hit counters or similar technology;

(iv) collect electronic mail addresses or other information from third parties by using the Worshipsong, Inc. Service;

(v) impersonate another person or entity;

(vi) use any meta tags, search terms, key terms, or the like that contain Worshipsong, Inc.'s name or trademarks;

(vii) engage in any activity that interferes with another user's ability to use or enjoy the Worshipsong, Inc. Service; or (ix) assist or encourage any third party in engaging in any activity prohibited by these TOS.

 

(b) Privacy Policy.

 

By entering into these TOS, you agree to Worshipsong, Inc.'s collection, use and disclosure of your personal information in accordance with the Worshipsong, Inc. Privacy Policy, found here: http://www.worshipsong.com/help/privacy-policy

 

(c) Ordering Products.

 

If you purchase Products, you agree to do so in accordance with Worshipsong, Inc.'s Customer Bill of Rights below. Title to Products that you buy will pass to you upon delivery of the Products to the common carrier.

 

* If you need to cancel your order, contact Customer Service by email: This email address is being protected from spambots. You need JavaScript enabled to view it.">This email address is being protected from spambots. You need JavaScript enabled to view it.. Please include the order number of the item that you would like to cancel. If you’ve already completed an order and wish to add a new item to that order, you’ll need to cancel that order and place a new order.

 

Please note that if your order has already been processed, you may not be able to cancel it or modify it.

 

(d) Monitoring. Worshipsong, Inc. reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site. If Worshipsong, Inc. determines, in its sole and absolute discretion, that you or another Worshipsong, Inc. user will breach a term or condition of these TOS or that such transaction or communication is inappropriate, Worshipsong, Inc. may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

 

(e) Modification of the Service. Worshipsong, Inc. may modify the Worshipsong, Inc. Service at any time with or without notice to you, and will incur no liability for doing so.

 

4. Submissions.

 

When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information ("Submissions"), you grant Worshipsong, Inc. permission to use such submissions for marketing and other promotional purposes. You agree that Worshipsong, Inc. will have no obligation to keep any Submissions confidential and you will not bring a claim against Worshipsong, Inc. based on "moral rights" or the like arising from Worshipsong, Inc.'s use of a Submission.

 

5. Representations and Warranties.

 

(a) Mutual Representations and Warranties. You represent and warrant to Worshipsong, Inc. and Worshipsong, Inc. represents and warrants to you:

(i) that you or it has the full power and authority to enter into and perform under these TOS,

(ii) the execution and performance of your or its obligations under these TOS do not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and

(iii) these TOS are a legal, valid and binding obligation of the party entering into these TOS, enforceable in accordance with their terms and conditions.

 

(b) By You. You represent and warrant to Worshipsong, Inc. that, in your use of the Worshipsong, Inc. Service, you:

(i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party and

(ii) will comply with all applicable laws, rules, and regulations.

 

You further represent and warrant to Worshipsong, Inc. that:

(i) there are no claims, demands or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your Submissions;

(ii) Worshipsong, Inc. will not be required to make any payments to any third party in connection with its use of your Submissions, except for the expenses that Worshipsong, Inc. incurs in providing the Worshipsong, Inc. Service;

(iii) the use of any instructions, formulae, recommendations, or the like contained in your Submissions will not cause injury to any third party; and

(iv) your Submissions does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

 

6. Disclaimers, Exclusions, and Limitations.

 

(a) DISCLAIMER OF WARRANTIES. WORSHIPSONG, INC. PROVIDES THE SITE AND WORSHIPSONG, INC. SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. WORSHIPSONG, INC. DOES NOT REPRESENT OR WARRANT THAT THE SITE, WORSHIPSONG, INC. SERVICE OR ITS USE:

(i) WILL BE UNINTERRUPTED,

(ii) WILL BE FREE OF INACCURACIES OR ERRORS,

(iii) WILL MEET YOUR REQUIREMENTS, OR

(iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. WORSHIPSONG, INC. MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

 

(b) EXCLUSION OF DAMAGES. WORSHIPSONG, INC. WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE WORSHIPSONG, INC. SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

(c) LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THESE TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TOS EXCEED THE GREATER OF

(i) THE AMOUNT PAID OR PAYABLE BY WORSHIPSONG, INC. TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR

(ii) $100.

 

7. Indemnification.

 

You will indemnify and hold Worshipsong, Inc. and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any of these TOS. If you have to indemnify Worshipsong, Inc. under this Section, Worshipsong, Inc. will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Worshipsong, Inc.'s express written permission.

 

8. Termination.

 

(a) Termination. Worshipsong, Inc. may suspend or terminate your use of the Site or Worshipsong, Inc. Service if it believes, in its sole and absolute discretion, that you have breached a term of these TOS.

 

(b) Survival. These TOS will survive indefinitely unless and until Worshipsong, Inc. chooses to terminate them.

 

(c) Effect of Termination. If you or Worshipsong, Inc. terminates your use of the Site or the Worshipsong, Inc. Service, Worshipsong, Inc. may delete any Submissions or other materials relating to your use of the Worshipsong, Inc. Service on Worshipsong, Inc.'s servers or otherwise in its possession and Worshipsong, Inc. will have no liability to you or any third party for doing so.

 

9. Notice.

 

All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods:

(i) U.S. mail,

(ii) overnight courier, or

(iii) electronic mail.

 

If you give notice to Worshipsong, Inc., you must use the following addresses: Worshipsong, Inc., 33191 Via La Pluma, San Juan Capistrano, CA. 92675 or This email address is being protected from spambots. You need JavaScript enabled to view it..">This email address is being protected from spambots. You need JavaScript enabled to view it.. If Worshipsong, Inc. provides notice to you, Worshipsong, Inc. will use the contact information provided by you to Worshipsong, Inc.. 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," you agree that email communication will satisfy this requirement.

 

10. Dispute Resolution.

 

(a) Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND WORSHIPSONG, INC. AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.

 

(b) Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Worshipsong, Inc., to you via any other method available to Worshipsong, Inc., including via e-mail. The Notice to Worshipsong, Inc. should be addressed to: [Worshipsong, Inc. / ATTN: Holland Davis / 33191 Via La Pluma / San Juan Capistrano, CA / 92675] (the “Arbitration Notice Address”). The Notice must

(i) describe the nature and basis of the claim or dispute; and

(ii) set forth the specific relief sought (the “Demand”).

 

If you and Worshipsong, Inc. do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Worshipsong, Inc. may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY AN ARBITRATOR SELECTED BY THE BOARD OF WORSHIP LIFE CALVARY CHAPEL.

 

(c) Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and Worshipsong, Inc. agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties:

(i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;

(ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and

(iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

(d) No Class Actions. YOU AND WORSHIPSONG, INC. AGREE THAT YOU AND WORSHIPSONG, INC. MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.

 

(e) Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of California in conducting the arbitration. You acknowledge that this Agreement and your use of the Services and the Website evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.

 

(f) Applicable Law. This Agreement and your use of the Services and the Website shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and Worshipsong, Inc. under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, CA, and you and Worshipsong, Inc. hereby submit to the personal jurisdiction and venue of these courts.

 

(g) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Worshipsong, Inc. seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Worshipsong, Inc. or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Worshipsong, Inc., and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.

 

(h) Claims. You and Worshipsong, Inc. agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

 

(i) Improperly Filed Claims. All claims you bring against Worshipsong, Inc. must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Worshipsong, Inc. may recover attorneys’ fees and costs up to $5,000, provided that Worshipsong, Inc. has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

 

11. Notice and procedure for making claims of copyright or other intellectual property infringements.

 

(a) Worshipsong, Inc. respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Site or the Worshipsong, Inc. Service.

 

(b) Worshipsong, Inc.’s intellectual property policy is to

(1) remove material that Worshipsong, Inc. believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Site, and

(2) remove any Products or Submissions posted to the Site by “repeat infringers.” Worshipsong, Inc. considers a “repeat infringer” to be any user that has uploaded Products or Submissions to the Service and for whom Worshipsong, Inc. has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such Products or Submissions. Worshipsong, Inc. has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon Worshipsong, Inc.’s own determination.

 

(c) Procedure for Reporting Claimed Infringement. If you believe that any Productions or Submissions made available on or through the Site or the Worshipsong, Inc. Service have been used used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your communication must include substantially the following:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

(ii) Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;

(iii) Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Worshipsong, Inc. to locate the material;

(iv)Information reasonably sufficient to permit Worshipsong, Inc. to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

 

(d) Designated Agent Contact Information.Worshipsong, Inc.’s Designated Agent for notices of claimed infringement can be contacted at:

 

Via E-mail : This email address is being protected from spambots. You need JavaScript enabled to view it.

Via U.S. Mail : Attn: Tony Logan, 33191 Via La Pluma, San Juan Capistrano, CA. 92675

 

(e) Counter Notification. If you receive a notification from Worshipsong, Inc. that material made available by you on or through the Site or the Worshipsong, Inc. Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Worshipsong, Inc. with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Worshipsong, Inc.’s Designated Agent through one of the methods identified in Section 11(d) of this TOS, and include substantially the following information:

(i) A physical or electronic signature of the subscriber;

(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(iii) A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(iv) The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Worshipsong, Inc. may be found, and that the subscriber will accept service of process from the person who provided notification under Section 11(c) of this TOS above or an agent of such person.

 

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

 

(f) False Notifications of Claimed Infringement or Counter Notifications.

 

The Copyright Act provides that: [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)]

(1) that material or activity is infringing, or

(2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Worshipsong, Inc.] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

 

17 U.S.C. § 512(f). Worshipsong, Inc. reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

 

For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this Section 11 should be sent to the Designated Agent at the e-mail or postal address set forth above. Any other comments, compliments, complaints or suggestions about Worshipsong, Inc., the operation of the Site or the Worshipsong, Inc. Service or any other matter should be sent to This email address is being protected from spambots. You need JavaScript enabled to view it..">This email address is being protected from spambots. You need JavaScript enabled to view it..

 

12. Miscellaneous. These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of California without reference to conflict of law principles. These TOS will not be assignable or transferable by you without the prior written consent of Worshipsong, Inc.. Worshipsong, Inc. may freely assign or transfer any rights granted by you to Worshipsong, Inc. under these TOS. These TOS (including all of the policies and other Agreements described in this TOS, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and Worshipsong, Inc. are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these TOS. The invalidity or unenforceability of any provision of these TOS will not affect the validity or enforceability of any other provision of these TOS, all of which will remain in full force and effect. The headings used in this TOS are for convenience only, do not constitute a part of this TOS, and shall not be deemed to limit or affect any of the provisions hereof.

 

 

2.  DIGITAL DOWNLOAD AGREEMENT

 

 

Welcome to the Worshipsong, Inc. Artist Agreement (together with any and all applicable Addenda the "Agreement"), between you and Worshipsong, Inc. (along with our licensees and assignees collectively referred to in this Agreement as "us," "we," and "Worshipsong").

This Agreement contains the general terms and conditions under which Worshipsong, Inc. offers the "Services" (as defined below). If you choose to utilize the Digital Download and Distribution Service (as defined below) or the Consignment Service (as defined below) or the "Sync Distribution Service" (as defined below) or any combination of such services, the Digital Download Addendum and/or the Consignment Service Addendum and/or the Sync Distribution Addendum (each an “Addendum” and collectively the “Addenda”) will apply as applicable. Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by Worshipsong, Inc. (whether by upload to the Worshipsong, Inc. website (www.worshipsong.com) (the "Website") or through the submission of physical embodiments of your sound recordings (and the musical works embodied therein) (e.g., as CDs or DVDs) to Worshipsong, Inc., constitutes your agreement to and acceptance of this Agreement and any applicable Addendum.

THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER YOU ENTER YOUR FULL LEGAL NAME AND CLICK “I AGREE” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW.

We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Section9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and Worshipsong, Inc. that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, you will be notified by email. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Services following posting of a change notice or new agreement on the Site or notice to you via e-mail, will constitute your binding acceptance of the changes.

YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH WORSHIPSONG, INC. FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES..

1. Terms of Service:

This Agreement is incorporated into and subject to the Terms of Service (http://www.worshipsong.com/terms) (TOS”). All initially-capitalized terms not defined in this Agreement are defined in the TOS.

2. Authorization:

You hereby appoint us as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the non-exclusive right, during the Term (as defined below) and throughout the “Authorized Territory” (as defined below), to:

(a) Reproduce and create derivative works of Your Content (including any Physical Product) by converting Your Content into Digital Masters, including less than full-length versions of sound recordings (“Clips”) that can be used for promotional purposes as authorized herein and, if necessary, reproducing Your Content in new Physical Product;

(b) Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and portions thereof as embodied in Clips, by means of digital audio transmissions (on an interactive or noninteractive basis) through the Website, a Licensee website, or via a Worshipsong, Inc. Widget you or any person authorized by you may place on any website, to identify the availability of Your Content for license, sale or distribution and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to

(i) the songwriters, composers, or music publishers owning any rights in and to Your Content;

(ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Content;

(iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and

(iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);

(c) Distribute Your Content in accordance with any applicable Addendum;

(d) Place or embed Your Content in magazines, web sites, Worshipsong, Inc. advertisements, and any and all other media, whether now known or hereafter developed, but specifically excluding television and movies, to promote the Worshipsong, Inc. Service;

(e) Use and distribute Copyright Management Information as embodied in a Digital Master of Your Content;

(f) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;

(g) Reproduce, distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content, commonly known as a “podcast;” and

(h) Authorize our Licensees to perform any one or more of the activities specified above or in an applicable Addendum.

3. Term:

The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the “Term”), which notice, if sent by

(a)Worshipsong, Inc., may be sent to you at the last e-mail address you provided to Worshipsong, Inc. and

(b)you to Worshipsong, Inc., must be sent only to the following e‑mail address: This email address is being protected from spambots. You need JavaScript enabled to view it. with the following information: (a)your username; (b)the e‑mail address associated with your Account;

(c)all album titles for which you are requesting termination; and

(d)which Services you are terminating (e.g., Physical Distribution, Digital Distribution, and/or Sync Distribution). Any termination notice provided by you pursuant to this section shall be permanent and irreversible. Notwithstanding anything to the contrary herein, Worshipsong, Inc. may at any time in its sole discretion, with or without notice to you:

(i)suspend or limit your access to or your use of the Services and/or

(ii)suspend or limit your access to your Account (as defined in Section11(a)).

4. Payments to You:

(a) Pricing the Sale of Your Content. Except as otherwise set forth in an Addendum, you will have the discretion to set the pricing for the sale of Your Content on the Website. Notwithstanding the foregoing, Worshipsong, Inc. and its distributors and partners may set pricing differently for third-party websites than for the Website, including, by way of example and not limitation, to cover additional costs or to provide discounts for promotions. Worshipsong, Inc. reserves the sole and exclusive right to set the pricing for any digital audio transmissions of Your Content, whether on an interactive or non-interactive basis, provided that Your Content will be priced the same as all other content on the Service licensed by Worshipsong, Inc. for interactive or non-interactive digital audio transmissions. You will also be subject to additional set up fees and charges as more fully explained on the Website, including, but not limited to, fees for Worshipsong, Inc.’s administering mechanical royalties for the reproduction and distribution of musical works (as applicable), as such fees and charges may be updated by Worshipsong, Inc. from time to time, and you are responsible for reviewing those fees and charges. Your acceptance of this Agreement is an acceptance of the Worshipsong, Inc. fees and charges, which are available here: http://www.worshipsong.com/cost

(b) Licensee Records. Worshipsong, Inc., may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to Worshipsong, Inc. as true and complete. Worshipsong, Inc. shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees.

(c) Offsets. You hereby authorize Worshipsong, Inc. to offset against any amounts owed to you pursuant to this Agreement any amounts that you may owe to Worshipsong, Inc., whether under an indemnification provision or for costs, expenses, and deductions authorized in this Agreement.

(d) Recordkeeping; Audits. We will maintain books and records which report the sale or other licensed uses of Your Content. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant (“CPA”) to examine those books and records directly related to the sale or other licensed uses of Your Content, as provided in this Section4(d), only. You may have your CPA make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with generally accepted accounting principles (“GAAP”) procedures and regulations. Your CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during our usual business hours, and only at the place where such books and records are maintained in the ordinary course of business. You must provide us with thirty (30)-days written notice prior to commencing an audit and must identify the name, address, telephone number, and email address of the CPA conducting the audit on your behalf. You may not engage the CPA on a contingent fee basis (i.e., your CPA must be paid on a flat fee or time-based basis). We may postpone the commencement of your CPA’s examination by notice given to you not later than five (5) days before the commencement date specified in your notice. In the event of any postponement initiated by us, the running of the time within which the examination may be made will be suspended during the postponement. If your CPA’s examination has not been completed within three (3) months from the time commenced, then we may require you to terminate the audit upon seven (7) days’ notice, which notice may be given at any time. We will not be required to permit the CPA to continue any examination after the end of that seven (7)‑day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of Your Content for which Worshipsong, Inc. has actually received payment. Your CPA may act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination on your behalf will not be knowingly released, divulged, published or shared with any other person, firm or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. Your CPA may not share the results of the examination conducted on your behalf with any third party without our express written permission.

(e) Objections to Accountings. If you have any objections to a Worshipsong, Inc. accounting statement made available to you, you agree that you shall give us specific notice of that objection, including a copy of your CPA’s analysis of the accounting statement, and your reasons for it within eighteen (18) months after the date we send or make that statement available to you. Each statement shall become conclusively binding on you at the end of that eighteen (18)‑month period, and you will no longer have any right to make any other objections to it notwithstanding any audit rights you may otherwise have under any applicable law or regulation. Any payments determined to be owed you following an audit shall be paid within forty-five (45) days of the delivery of your CPA’s audit report, unless objected to in writing by Worshipsong, Inc., in which case any payments due shall be postponed pending the resolution of the audit dispute. A late fee of one-half percent (0.5%) shall be due for underpaid royalties. Unless otherwise prohibited by law, you will not have the right to sue us in connection with any statement, or to sue us for unpaid royalties for the period a statement covers, unless you commence the suit within that eighteen (18)-month period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to a determination of the amount of royalties due for the accounting periods concerned, and the court shall have no authority to consider any other issues or award any relief except recovery of any royalties found owing, plus interest at the rate of one-half percent (0.5%) per month. Your recovery of any such royalties plus interest shall be the sole remedy available to you by reason of any claim related to our statements.

(f) Affiliation with Other Performing Rights Organizations for Royalties. Nothing contained in this Agreement shall prohibit you from affiliating with any PRO for the receipt of royalty payments for the public performance or communication to the public of your sound recordings or musical works made by a third party, excluding only public performances or communications to the public of sound recordings or musical works made by Worshipsong, Inc. pursuant to the Authorizations set forth in Section2 of this Agreement.

(g) Tax Information. Worshipsong, Inc. will use its reasonable efforts to collect sales and other taxes owed on the sale of Your Content (“Sales Tax”), and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with the sale or distribution of Your Content pursuant to this Agreement, and you hereby indemnify Worshipsong, Inc. for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by Worshipsong, Inc..

5. Your Obligations:

(a) You, or a licensee acting on your behalf (e.g., a company such as Rightsflow), will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay

(i)any royalties and other sums due to artists (featured and non-featured), authors, co‑authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content,

(ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Content from sales or other uses of Your Content,

(iii)all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA), and

(iv)any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us. You agree that the amount payable to you is inclusive of any so‑called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Content.

6. Right to Withdraw Material; Termination of Authorizations to Licensees

You have the right, at any time during the Term, to withdraw the authorizations set forth in Section2 above and the applicable Addenda, for the sale or other uses of all or any portion of Your Content, upon written notice to us (a “Withdrawal Notice”) or to terminate this Agreement pursuant to Section3 of this Agreement (a “Termination Notice”). Upon receipt of a Withdrawal Notice with respect to any of Your Content or a Termination Notice with respect to all of Your Content, we will promptly remove those elements of Your Content covered by such Withdrawal Notice or Termination Notice, as the case may be, from the Website (and in no event more than five (5) business days following receipt of a Withdrawal Notice or Termination Notice), and shall, within five (5) business days following our receipt of a Withdrawal Notice or Termination Notice, advise our Licensees via a “Takedown Notice” that they are no longer authorized to sell or offer for any other use those elements of Your Content covered by such Takedown Notice. Your submission of a Withdrawal Notice or Termination Notice shall not in any way limit the authorizations granted to us or any Licensees prior to the implementation of your Withdrawal Notice or Termination Notice, and will not limit in any way the rights of end users who have acquired Your Content.

Worshipsong, Inc. is not responsible for, and has no liability for, any delays of our Licensees in removing Your Content from any websites or services owned or operated by such Licensees. You shall remain solely responsible for enforcing the removal of Your Content from our Licensees’ websites and services in the event such Licensees fail to remove Your Content following receipt of a Takedown Notice or following the termination of any rights granted to such Licensees by Worshipsong, Inc.; provided, however, that Worshipsong, Inc. may, in its sole and absolute discretion, continue to assist you to effectuate the removal of Your Content from Licensees’ websites and services. Worshipsong, Inc. may, but need not, provide you with notice in the event Worshipsong, Inc. terminates or allows to expire any authorizations previously granted to a Licensee for the distribution of Your Content. Nothing in this Agreement shall limit any remedies you may have at law or in equity against any Licensee that is using Your Content in violation of the terms of any license granted to such Licensee by you or Worshipsong, Inc..

7. Names and Likenesses; Promotional Use and Opportunities:

(a) Name and Likeness of Artists and Songwriters. You hereby grant to Worshipsong, Inc. during the Term the right to use and to authorize our Licensees to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to your sound recordings or audiovisual works, in any marketing materials for the sale, promotion, and advertising of Your Content, which is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of Your Content).

(b) Promotion.You hereby grant to us and our Licensees the right to market, promote, and advertise Your Content as available for purchase or license, in any and all media, whether now known or hereafter developed, as we and they determine in our and their discretion.

(c) Customer Information. Worshipsong, Inc. may, from time to time, provide you with information relating to customers that purchase Your Content, subject to our privacy policy and the preferences of our customers. You may only use, and disclose this information to a third party, for your internal record keeping purposes. You may not disclose any of this information to a third party or use it for any other purpose. In all events, you will comply with the terms of Worshipsong, Inc.’s privacy policy http://www.worshipsong.com/privacy in connection with the customer data provided under this Agreement.

8. Ownership:

(a) Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, all right, title, and interest in and to

(a)Your Content,

(b)the Digital Masters,

(c)the Clips,

(d)the Physical Product (if applicable),

(e)all copyrights and equivalent rights embodied therein, and

(f)all materials furnished by you, will be yours.

9. Modification, Termination and Effect of Termination:

(a) Modification of Agreement. We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. Notice of any material change will be sent to you by electronic mail at least fifteen (15) days prior to its effective date. If the e-mail you have provided to us is no longer functioning, then, in addition to any other remedies we may have with respect to your Account and use of the Services, we shall be authorized to communicate with you via any other reasonable manner we may choose in our sole discretion, including through notice on the web page through which you access your Account information or via any accounting statement. The most recent date of this Agreement shall be identified on the first page hereof. In the event that you do not consent to any such proposed changes in the Agreement, your sole recourse shall be to terminate this Agreement by notice to us, and your failure to submit a Termination Notice within fifteen (15) days of the date of our notice to you shall constitute your acceptance of such changes to the extent Your Content is still available through the Services. To terminate your Agreement, you must send a Termination Notice to This email address is being protected from spambots. You need JavaScript enabled to view it. and include in the subject line of your e-mail “Termination of Artist Agreement.”

(b) Consequences of Termination. The expiration or termination of the Agreement will not relieve either you or us from our respective obligations incurred prior to the effective date of your termination of the Agreement. In addition, provisions of this Agreement intended to survive the termination of this Agreement shall survive termination, including, but not limited to, the Indemnification, Disclaimers, Limitation of Liability; Basis of the Bargain, and General Provisions.

10. Monitoring of Your Content; Removal of Content from Website:

(a) Monitoring. Worshipsong, Inc. does not control Your Content and does not have any obligation to monitor Your Content for any purpose. Worshipsong, Inc. may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so Worshipsong, Inc. assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other artist’s content or artwork.

(b) Right of Removal. Worshipsong, Inc. reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Website if such content:

(i)is patently offensive, pornographic or defamatory;

(ii)is the subject of a dispute between you or us and a third party;

(iii)is content to which you cannot document your rights therein upon Worshipsong, Inc.’s request;

(iv)violates the intellectual property rights or other protected interests of a third party;

(v)is the subject of a takedown notice by a party claiming to own the rights therein, or

(vi)is the subject of any fraudulent activity, or for any other reason in Worshipsong, Inc.’s sole and absolute judgment is necessary to protect the business interests of Worshipsong, Inc. and any of its business partners or Licensees.

Worshipsong, Inc. may also remove Your Content from the Website if you are abusive or rude or provide false or intentionally misleading information to any Worshipsong, Inc. employees or agents. Worshipsong, Inc. shall have no liability to you for the removal of any of Your Content from the Website or any Licensee website or service other than to provide you a credit (but not a refund) for any fees previously paid by you for making Your Content available via the Website or through Licensees. The removal of any of Your Content shall not relieve Worshipsong, Inc. of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content.

(c) No Termination Due to Removal. This Agreement shall not be terminated automatically by Worshipsong, Inc.’s removal of Your Content from the Website or Licensee’s websites or services. In order for you to terminate this Agreement following the removal of any of Your Content, you must send Worshipsong, Inc. a Termination Notice.

11. Account Information; Disclosures:

(a) Your Account Information. In order to access some features of the Website, including your account information and periodic statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to Worshipsong, Inc. upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your e-mail address, is kept accurate and up‑to-date at all times during the Term of this Agreement.

(b) Password. As a registered user of the Services you will have login information, including a username and password. Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify Worshipsong, Inc. by e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it..">This email address is being protected from spambots. You need JavaScript enabled to view it.. You will be solely responsible for the losses incurred by Worshipsong, Inc. and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying Worshipsong, Inc. that your Account has been compromised.

(c) Disclosure of Information. You acknowledge, consent, and agree that Worshipsong, Inc. may access, preserve, and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to

(i)comply with legal process;

(ii)enforce this Agreement;

(iii)respond to a claim that any of Your Content violates the rights of third parties;

(iv)to respond to your requests for customer service; or

(v)to protect the rights, business interests, property or personal safety of Worshipsong, Inc. and its employees and users, and the public.

12. Prohibited Use of the Website and Licensee Websites and Services:

(a) You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm, damage, or disparage Worshipsong, Inc., its Licensees or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:

(b) Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended;

(c) Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, as a result of your being granted permission to upload Your Content to the Website;

(d) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website;

(e) Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;

(f) Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;

(g) Create a false identity or impersonate another for the purpose of misleading others as to your identify, including, but not limited to, providing misleading information to any feedback system employed by Worshipsong, Inc.;

(h) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;

(i) Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers;

(j) Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or

(k) Use the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.

13. Availability of Services:

Worshipsong, Inc. may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software or services available via the Website, at any time and without notice and without liability to you. The features, media, content, products, software or services available on and through the Website may be out of date, and Worshipsong, Inc. makes no commitment to update any aspect of the Website. Worshipsong, Inc. makes no representations and warranties with respect to availability of the Website and may discontinue the Service at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of Your Content uploaded to the Website or otherwise delivered to Worshipsong, Inc. as Physical Product.

14. Additional Representations and Warranties:

(a) Mutual Representations and Warranties. Each party represents and warrants to the other that it:

(i) is authorized to enter into this Agreement on the terms and conditions set forth herein.

(ii) will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement.

(iii) shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.

(b) Representations and Warranties by You. You represent and warrant to Worshipsong, Inc. that:

(i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Content, including, but not limited to, all musical works embodied in Your Content, and that you are authorized to provide Your Content to us for the uses specified in this Agreement. For the avoidance of doubt, if you are acting on behalf of an artist, band, group or corporation, you hereby represent and warrant to Worshipsong, Inc. that you are fully authorized to enter into this Agreement on behalf of such artist, band, group or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement.

(ii) you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement.

(iii) the use or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings, by us and our Licensees as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

(iv) to the extent you are the songwriter of any or all of the musical works embodied in Your Content, whether in whole or in part (e.g., as a co‑writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any PRO, whether based in the United States or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our Licensees for the public performance and communication to the public of Your Content, including as Clips, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in Your Content when publicly performed, communicated or otherwise transmitted by Worshipsong, Inc. or its Licensees.

(v) you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.

15. No Representations and Warranties With Respect to Sales and Distributions:

Worshipsong, Inc. makes no guarantees regarding the minimum number of unit sales or uses of Your Content. In addition, we cannot guarantee that Licensees will perform under any agreement they enter into with Worshipsong, Inc. for the sale, distribution or licensed use of Your Content, including by paying the royalties they owe us for the distribution of Your Content. If a Licensee refuses to pay us for the use of Your Content, you agree that you will assume responsibility for collecting any payments that may be due from such non-compliant Licensees for any sale, distribution or licensed use of Your Content if such third party fails or refuses to pay such amounts to Worshipsong, Inc. upon Worshipsong, Inc.'s request.

16. Indemnification:

(a) Indemnification. You hereby agree to indemnify, defend, and hold Worshipsong, Inc. harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, any Claims made by a PRO or music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. 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 to this Section.

(b) Indemnification Request. If we make an indemnification request to you under this Section, we may permit you to control the defense, disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by Worshipsong, Inc. or imposes any conditions or obligations on Worshipsong, Inc. other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to us. If we, in our reasonable and good faith judgment conclude that you are not capable of defending your or our interests against any Claims, then we shall have the option to control the defense in any matter or litigation through counsel of our own choosing to defend against any such Claim for which you owe Worshipsong, Inc. an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.

17. Disclaimers:

(a) THE WEBSITE AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WORSHIPSONG, INC. AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WORSHIPSONG, INC. OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WORSHIPSONG, INC. AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR ANY PART THEREOF, OR ANY SERVICES PROVIDED BY WORSHIPSONG, INC., WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

18. Limitation of Liability; Basis of the Bargain:

(a) WORSHIPSONG, INC. SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. WORSHIPSONG, INC. SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY LICENSEE TO PAY WORSHIPSONG, INC. OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH WORSHIPSONG, INC. OR OTHERWISE. WORSHIPSONG, INC.’S TOTAL LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY WORSHIPSONG, INC. FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST WORSHIPSONG, INC..

(b) APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND WORSHIPSONG, INC., AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND WORSHIPSONG, INC., WORSHIPSONG, INC.'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT WORSHIPSONG, INC. WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY.

19. Dispute Resolution:

(a) Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND WORSHIPSONG, INC. AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.

(b) Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Worshipsong, Inc., to you via any other method available to Worshipsong, Inc., including via e-mail. The Notice to Worshipsong, Inc. should be addressed to: [Worshipsong, Inc. / ATTN: Holland Davis / 33191 Via La Pluma / San Juan Capistrano, CA / 92675] (the “Arbitration Notice Address”). The Notice must

(i) describe the nature and basis of the claim or dispute; and

(ii) set forth the specific relief sought (the “Demand”). If you and Worshipsong, Inc. do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Worshipsong, Inc. may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY AN ARBITRATOR SELECTED BY THE BOARD OF WORSHIP LIFE CALVARY CHAPEL.

(c) Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and Worshipsong, Inc. agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties:

(i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;

(ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and

(iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(d) No Class Actions. YOU AND WORSHIPSONG, INC. AGREE THAT YOU AND WORSHIPSONG, INC. MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.

(e) Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of California in conducting the arbitration. You acknowledge that this Agreement and your use of the Services and the Website evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.

(f) Applicable Law. This Agreement and your use of the Services and the Website shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and Worshipsong, Inc. under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California, and you and Worshipsong, Inc. hereby submit to the personal jurisdiction and venue of these courts.

(g) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Worshipsong, Inc. seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Worshipsong, Inc. or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Worshipsong, Inc., and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.

(h) Claims. You and Worshipsong, Inc. agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

(i) Improperly Filed Claims. All claims you bring against Worshipsong, Inc. must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Worshipsong, Inc. may recover attorneys’ fees and costs up to $5,000, provided that Worshipsong, Inc. has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

20. General Provisions:

(a) Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture between you and Worshipsong, Inc., and Worshipsong, Inc. shall not have a fiduciary obligation to you as a result of your entering into this Agreement.

(b) Entire Agreement. This Agreement together with the TOS contains the entire understanding of the parties relating to the subject matter hereof. This Agreement (including all Addenda) supersedes all previous agreements or arrangements between you and Worshipsong, Inc. pertaining to the Services, provided that if you previously entered into a digital distribution or consignment agreement with us in the past, and elected any options specifying or limiting the scope of the distribution of Your Content, the limitations and authorizations with respect to the distribution of Your Content shall remain in place under this Agreement and the applicable Addendum. This Agreement cannot be changed or modified except as provided herein.

(c) Waiver; Severability. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

(d) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

(e) Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with Worshipsong, Inc., or as properly updated, or, in the absence of a valid electronic mail address, via any other method Worshipsong, Inc. may elect in its sole discretion, including, but not limited to, via posting on the Website.

(f) Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the State of California applicable to agreements entered into and to be wholly performed in California, without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved in the manner set forth in the TOS.

(g) Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.

(h) Headings. The titles and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

(i) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(j) Assignment. Worshipsong, Inc. may assign its rights and obligations under this Agreement at any time to any party. You may not assign your rights and/or obligations under this Agreement without obtaining Worshipsong, Inc.’s prior written consent.

21. Certain Definitions:

The following capitalized terms shall have the following meanings for purposes of this Agreement:

(a) Authorized Territory” means the universe, or more limited territories, to the extent so limited by you, during the Worshipsong, Inc. registration process.

(b) “Worshipsong, Inc. Widget” means a

(i) software application available on the Website that you or someone authorized to act on your behalf may embed on third-party websites,

(ii) link, code, script or any other software or instruction that you or someone authorized to act on your behalf may embed or place on a third-party website, including, but not limited to, social media websites such as Facebook, that permits a user of such third-party website to access content hosted and/or streamed from servers owned or controlled by or on behalf of Worshipsong, Inc., including Your Content, or

(iii) standalone software available for use on mobile devices, smartphones (e.g., iPhones, Android phones), tablet computers (e.g., iPads), set-top boxes, and other hardware now known or hereafter developed (collectively, "Hardware"), that facilitates or enables the public performance, communication to the public or other transmission of Your Content via the Internet or any other transmission medium through such third-party websites or on or through any Hardware.

The Worshipsong, Inc. Widget may provide access to all of Your Content or give you the ability to control which of Your Content is available through third-party websites, as Worshipsong, Inc. may choose in its sole discretion.

(c) “Consignment Service” means the service that enables you to market and have sold Physical Products via the Website and/or through Worshipsong, Inc.’s partners (e.g. distributors, retailers) on a consignment basis following your delivery of Your Content to Worshipsong, Inc. as Physical Product.

(d) “Copyright Management Information” means the digital information conveying information regarding a Digital Master, including, by way of example and not limitation, the title of the applicable album, the name of the song, the ISRC code, the marketing label, and the record company name.

(e) “Digital Download and Distribution Service” means the online services operated by Worshipsong, Inc. for the sale, distribution or licensing of Your Content and other content through the Website or through websites and services operated by or on behalf of Licensees.

(f) “Digital Master” or “Digital Masters” means a copy or copies of Your Content in digital form, whether created by you or Worshipsong, Inc..

(g) “Licensee” means any third party licensee that we may authorize to carry out the marketing, distribution, licensing, and sale or other use of Your Content pursuant to the terms of this Agreement, including, by way of example and not limitation, Apple iTunes, MediaNet, Rhapsody, online streaming services (e.g., webcasters), and others that Worshipsong, Inc. may chose in its sole and absolute discretion.

(h) “Physical Product” means Your Content as fixed in physical product such as CDs, DVDs, LPs, etc.

(i) “Service” means either, any combination, or all of the Digital Download and Distribution Service, the Consignment Service, and the Sync Distribution Service.

(j) “Sync Distribution Service” means the service that enables you to have Your Content made available for synchronization and other licensing.

(k) “Threshold Amount” means the dollar amount set by you initially upon your registration with Worshipsong, Inc., or as subsequently modified by you, which amount shall in no event be less than $10.

(l) “Your Content” means sound recordings, video content (i.e., audiovisual works), and the musical works embodied in such sound recordings and video content, and any album related artwork, photos, liner notes, metadata and other material related to your sound recordings and video content that you have provided to Worshipsong, Inc., either by digital upload to the Website or by delivery of Physical Product, either directly or via a third party acting on your behalf. Any such sound recordings and video content (and the musical works embodied therein), artwork, photos, liner notes, metadata, or other material provided by you to Worshipsong, Inc., must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized under this Agreement. For the avoidance of doubt, Your Content encompasses each sound recording and the musical work (i.e., the notes and lyrics) embodied in each sound recording.

DIGITAL DISTRIBUTION ADDENDUM

Welcome to the Worshipsong, Inc. Digital Distribution Addendum between you and Worshipsong, Inc.. This Digital Distribution Addendum is part of and incorporates the terms of the Worshipsong, Inc. Artist Agreement, and contains additional terms and conditions under which Worshipsong, Inc. offers the Digital Download and Distribution Service.

1. Additional Authorization:

While selling Your Content on the Website is non-exclusive (meaning you have the right to sell your music and videos directly), the rights granted by you to us under this Digital Distribution Addendum are exclusive with respect to serving as your authorized representative for distributing Your Content to third party distributors for online redistribution, because online retailers (e.g., iTunes, Amazon, etc.) will refuse content that may be delivered by multiple parties.

2. Additional Grant:

In addition to the rights granted in the Worshipsong, Inc. Artist Agreement, You hereby grant to us the exclusive right (as explained below), and to our Licensees the non-exclusive right, during the Term and throughout the Authorized Territory, to:

(a) Reproduce, promote, sell, distribute, and deliver Your Content as Digital Masters to purchasers and resellers who may use such Digital Masters in accordance with usage rules approved by us and pursuant to any limitations imposed by your distribution preferences (e.g., only Digital Master Sales);

(b) Use and authorize others to license the use and sale of Your Content in connection with all manner of phone services, such as, but not limited to, sales or licenses of Your Content as downloads (including, without limitation, downloads to cell phones) and for use as ringtones (including mastertones) and ringback tones;

(c) Use so‑called “kiosks” to reproduce, distribute, market, and promote Your Content, including, without limitation, by allowing the burning of compact disc and DVD copies of any of Your Content (to the extent not expressly prohibited by you) or by allowing a copy of Your Content to be transferred to digital storage devices, including smartphones and other handheld devices (e.g., iPods, USB drives, etc.);

(d) Use and authorize others to allow copies of Your Content to be distributed as so-called “conditional” downloads, whether tethered to a device, time limited, play limited or otherwise;

(e) “Stream” and authorize others to “stream” Your Content on-demand as part of an Internet radio service, on a multi-channel video programming distribution service, or via any other interactive distribution platform or technology, whether now known or hereafter developed, or as part of a non-interactive service; and

(f) Reproduce, distribute, and publicly display visual elements of Your Content (e.g., album cover artwork, images, etc.) in connection with the promotion, advertisement, sale, and distribution of Your Content.

3. Payments to You:

(a) Wholesale rates. For digital content resold through our Licensees (including, by way of example and not limitation, iTunes, Amazon.com, eMusic, Rhapsody, and other partners), we will pay you an amount equal to eighty-five percent (85%) of the net wholesale price actually received by us from our Licensees for the sale or other licensed uses of your Digital Masters (the “License Fee”) net of Sales Tax. Distribution fees owed to Worshipsong, Inc. by any entity with whom Worshipsong, Inc. has entered into a contractual relationship that are not received or collected by Worshipsong, Inc. (e.g., as a result of the other party’s failure to perform under a contract) are not included within the calculation set forth in this Section3(a).

(b) Retail Sales Rates. For digital content sold directly through our Website, we will pay you an amount equal to sixty-five percent (65%) of the retail price actually received from a customer for the sale or other licensed use of Your Content net of Sales Tax; provided, however, that in no event shall Worshipsong, Inc. retain less than 35 cents per digital distribution to cover credit card and other processing costs and you hereby authorize Worshipsong, Inc.’s retention of such minimum amount. Retail sales fees owed to Worshipsong, Inc. by any entity with whom Worshipsong, Inc. has entered into a contractual relationship that are not received or collected (e.g., as a result of charge backs, breach of contract, failure to pay, etc.) are not included within the calculation set forth in this Section3(b).

(c) Payment for Digital Distribution. We will attempt to provide you with accounting details on a monthly basis, but we shall not be deemed in breach of this Addendum for failure to provide you with such information on a monthly basis. We will use commercially reasonable efforts to provide you with payments for digital distribution (by wire or electronic transfer) within seven (7) business days from the date that your Account balance exceeds the Threshold Amount. You may withdrawal funds by physical check for a charge of $1.50 USD per check withdrawal to cover processing fees. If a check is not redeemed after 180 days from the date it was issued, the funds (minus the fee) will be returned to your Account. Such payment shall constitute full and adequate consideration for all rights granted, and all obligations undertaken, by you in this Agreement.