TERMS & CONDITIONS:

SESSIONPLAYERS.COM AGREEMENT

YOU MUST READ THIS AGREEMENT BEFORE UTILIZING THE SERVICES OF THE SESSIONPLAYERS.COM WEBSITE. BY ACCEPTING THESE TERMS, YOU REPRESENT THAT YOU UNDERSTAND THE TERMS; YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND THAT YOU ARE 18 YEARS OF AGE OR OLDER. INDICATE YOUR ACCEPTANCE OF THESE TERMS BY ELECTRONICALLY CLICKING THE “BUY NOW” BUTTON AND PRINT A COPY FOR YOUR RECORDS. COMPANY MAY FROM TIME TO TIME MODIFY AND AMEND THE PROVISIONS OF THIS AGREEMENT BY PLACING A NOTICE ON ITS WEBSITE.

1. SERVICES PROVIDED BY COMPANY. You engage the services of SessionPlayers.com (the “Company”) to facilitate Your introduction to musicians, vocalists and engineers listed on the website roster (the “Session Players”) for the sole purpose of performing on Your recordings. Before You are granted access to the Session Players, You agree to pay Company’s nonrefundable membership and registration fee to process Your registration information. Upon receipt of the fee and completion of Your registration, You gain access to additional site features and the right to submit musical material to Company for its review. You agree to provide Company with accurate and complete registration information and update the information from time to time as necessary.

2. YOUR OBLIGATION. You will provide Company with demo recordings, lead sheets and/or sheet music to provide the Session Players the ability to interpret and reproduce the recordings in a professional and reasonably satisfactory manner. In the interest of quality control and the preservation of the artist’s reputation, Company has the right on its behalf and on behalf of the Session Players to refuse to accept and distribute Your material to the Session Players if Company believes it will be unable to create a commercially acceptable product. Your only recourse against Company in that event is to cease using its service.

3. RECORDING PROCESS. Upon approval of Your material, Company will submit the recording to the Session Players that You select to record the tracks and arrange for the Session Players to perform on the recording. If the Session Players You select are not available or decline to participate in the recording session, Company will assist You, upon Your request, in selecting alternative Session Players from the list provided on its website.

4. PAYMENT. Upon approval, Company will submit an estimated budget to You for the total cost of services, including Company’s fee. You agree to be responsible for payment of these costs and fees required to engage the services of the Session Players, including their required talent fee, union charges as well as any other costs necessary to engage their services as set forth in the estimated budget. Upon deposit by You of the full amount of the estimated budget, the recording process will commence. Company will arrange, if practicable, a video or telephone hook-up between You and the Session Players to discuss creative as well as other elements of the recording session. Company does not guarantee that the Session Players will be available nor does Company guarantee the quality of their musical performances. If a Session Player is a current union member, You agree to execute the necessary signatory agreement with the appropriate union and abide by its terms.

5. COMPLETION OF RECORDING. Upon completion of the recording to Your reasonable satisfaction, any required paperwork and fees due the unions will be prepared and submitted by Company. If the costs of the estimated budget are exceeded as a result of Your actions, You will be required to pay Company such additional sums. You will then receive the completed master recordings. Upon your acceptance, You accept the recordings “AS IS” and You shall not be entitled to make any claim against Company and/or the Session Players, including a demand for return of the fees paid. You will own the recordings, including any sound recording copyrights embodied in the recordings, and You may authorize the worldwide commercial release of the recordings, subject to the terms contained herein. Company, however, makes no guarantee as to the commercial success of the recordings. You may be required to credit the Session Player(s) on any album or CD cover artwork if a Session Player so requests. You grant Company the right, without compensation, to utilize examples of the recorded material for Company’s limited promotional purposes.

6. LICENSES. You are solely responsible for securing any applicable licenses and/or permissions required to commercially release the Recording, including a first use mechanical license, if required, as well as payment to the copyright holders of the required license fees. Company strongly encourages You to submit your copyrighted material, recordings and songs, for registration with the U.S. Copyright Office (“copyright.gov”). You must secure permission from the Session Players and/or their respective unions to commercially exploit the recordings in any format other than it‘s original intended use. Your failure to do so may result in an infringement action being filed against You in which event You shall hold the Company harmless from any liability, including attorney’s fees, Company may incur as a result of such claim. Solely to enable Company to use the information You supply, You grant Company a non-exclusive worldwide, perpetual, irrevocable, royalty-free license to exercise the copyright, publicity and database rights in any media now known or not currently know with respect to the information You provide Company.

7. MISCELLANEOUS PROVISIONS. Company shall have the right to transfer and assign its rights in this Agreement, however, You shall not transfer any rights in the recordings, other than to license them, without the prior approval of Company, which approval shall not be unreasonably withheld. This Agreement will be governed by and construed under the laws of the State of California as applied to agreements entered into and to be performed entirely within California. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect. You shall hold Company, its employees, officers, directors, agents, affiliated parties, suppliers and licensees harmless from any damages, including attorney’s fees, arising out of any breach of any provision contained herein or claim by a third party that is inconsistent with your representations and warranties contained in this Agreement. Company may suspend or terminate Your account and Your access to Company’s website for (a) breach or violation of this Agreement; (b) requests by law enforcement or other governmental agencies; (c) unanticipated technical issues or problems; (d) Your violation of rights of others; and/or (e) inaccurate or incomplete registration information provided by You.

8. RESTRICTIONS. You agree and acknowledge that the software used in connection with the services provided by Company contains proprietary and confidential information that is protected as intellectual property. You are responsible for any information You upload, download, store, transmit or otherwise make available through Company’s website and Company may, in its sole discretion, delete any information that may be illegal, infringes a third party’s copyright, trademark, patent, trade secret, right of publicity, proprietary rights, or violates any applicable local, state, federal or international law, or contains viruses or harmful content. You shall not provide false, inaccurate, misleading, obscene or defamatory information. You agree not to forge any TCP/IP, or other protocol or manipulate identifiers in order to disguise the origin of any content transmitted through Company’s website nor upload, post, store, transmit or otherwise make available any unsolicited commercial email or “spam” which includes but is not limited to unethical marketing, advertising or sending mass emails to recipients without their approval. You will not engage in any activity that adversely affects the ability of others to use Company’s services and You agree to use Your best efforts to protect Company from fraudulent, abusive or unlawful actions by third parties. Company does not control the information provided by other users that is made available through its system. You may find other user’s information to be offensive, harmful, inaccurate, or deceptive and note that there are risks dealing with underage persons or people acting under false pretense and You accept such risks. You agree that Company may permit advertising on its website, however, any revenues collected from advertising will belong solely to Company. Any efforts by You to employ the Session Players for other recording sessions during a period of twenty-four (24) months following completion of Your recording session hereunder, shall require payment to Company of an amount equal to the fees that would have been generated had You utilized its services to arrange for the recording session.

9. DISPUTES. In the event a dispute arises between You and Company, the parties agree to first submit to binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. The arbitration shall be administered by the American Arbitration Association in accordance with their applicable rules. Any judgment on the award rendered by the arbitrator may be entered in any court in Los Angeles County, California having jurisdiction thereof. Alternatively, other forms of dispute resolution, including mediation, may be mutually agreed upon by the parties.

10. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR ENGAGEMENT OF COMPANY’S SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF COMPANY’S WEBSITE AND SERVICES IT PROVIDES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT COMPANY’S SERVICES MAY BE INTERRUPTED IN WHICH EVENT COMPANY WILL MAKE EVERY REASONABLE EFFORT TO CORRECT THE PROBLEM. YOU ASSUME THE RISK FOR THE UNAUTHORIZED ACCESS TO OR ALTERATIONS TO YOUR CONTENT OR HARM ARISING OUT OF DELAYS, BUGS, ERRORS, OR FAILURE TO BACK-UP YOUR DATA. THE COMPANY FURTHER MAKES NO GURANTEE FOR ANY INACCURACIES, ERRORS IN OR OMISSIONS CONTAINED ON ITS WEBSITE. THE SERVICES PROVIDED BY COMPANY ARE ON AN “AS IS” BASIS AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES FOR THE USE OF THOSE SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. PRIVACY RIGHTS. Company shall not sell or rent Your personal and/or business information to third parties for their marketing purposes without your express consent. Company’s purpose in collecting personal information is to provide You with a safe, efficient and customized experience that meets Your needs. If You choose to utilize Company’s services, it may require You to provide contact, identity, billing, email, website and credit card information. Company may use data collection devices such as “cookies” to help analyze its web page flow, measure promotional effectiveness and promote safety of the website and it may ask Your feedback and opinions to further enhance Company’s website and the services it provides. From time to time, Company gathers information in a non-personally identifiable manner and provides that information to its advertisers. Company will employ procedural and technical safeguards, including encryption, firewalls and secure socket layers, however, You understand that security is not 100% effective on the internet. You may choose to communicate outside of Company’s control with other users of the website, however, those communications are at Your risk.