Artist Agreement

PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU,” “ARTIST,” OR “DIGITAL CONTENT PROVIDER”) AND QUIDPLAYER, LLC, AND ITS CORPORATE AFFILIATES (COLLECTIVELY, “QUIDPLAYER” OR “US” OR “WE” OR “OUR”). THIS ARTIST AGREEMENT (THE “ARTIST AGREEMENT”) TOGETHER WITH ALL AMENDMENTS, ADDENDA, AND LICENSES, AND COLLECTIVELY WITH ALL QUIDPLAYER RULES AND POLICIES, INCLUDING THE QUIDPLAYER PRIVACY AND SECURITY POLICY (LINK) (THE “PRIVACY POLICY”) AND QUIDPLAYER TERMS OF SERVICE (LINK) (THE “TERMS OF SERVICE”) CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND QUIDPLAYER. GENERALLY, THE TERMS AND CONDITIONS OF THIS ARTIST AGREEMENT WILL GOVERN THE RELATIONSHIP BETWEEN QUIDPLAYER AND YOU AS A DIGITAL CONTENT PROVIDER OR ARTIST AND THE TERMS OF SERVICE AND PRIVACY POLICY WILL GOVERN THE RELATIONSHIP BETWEEN QUIDPLAYER AND YOU AS A USER OF THE QUIDPLAYER WEBSITE OR THE QUIDPLAYER SERVICE, AS THOSE TERMS ARE DEFINED IN THE TERMS OF SERVICE. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THIS ARTIST AGREEMENT AND THE TERMS OF SERVICE, THE PRIVACY POLICY, OR ANY OTHER PART OF THE AGREEMENT, THIS ARTIST AGREEMENT WILL CONTROL.

BY YOUR AUTHORIZATION OF THIS ARTIST AGREEMENT, ELECTRONICALLY OR OTHERWISE, YOU REPRESENT AND WARRANT TO QUIDPLAYER THAT YOUR HAVE THE AUTHORITY TO VALIDLY EXECUTE THIS ARTIST AGREEMENT AND THAT YOU AGREE TO BE BOUND THEREBY. IF YOU DO NOT AGREE TO BE BOUND TO THE TERMS AND CONDITIONS OF THIS ARTIST AGREEMENT, PLEASE DO NOT PROVIDE QUIDPLAYER WITH ANY DIGITAL CONTENT OR DIGITAL CONTENT FILES AND DO NOT USE THE QUIDPLAYER SERVICE AS AN ARTIST OR DIGITAL CONTENT PROVIDER.

WE WANT TO STRESS THAT BY ACCEPTING THIS ARTIST AGREEMENT, YOU ARE NOT TRANSFERRING ANY OWNERSHIP RIGHTS OF ANY KIND TO ANY OF YOUR INTELLECTUAL PROPERTY, INCLUDING ANY COPYRIGHTS HELD BY YOU REGARDING SOUND RECORDINGS OR COMPOSITIONS. NO PROVISION OF, OR POTENTIAL AMBIGUITY IN, THIS ARTIST AGREEMENT SHOULD BE CONSTRUED BY ANYONE INTERPRETING THIS ARTIST AGREEMENT AS EFFECTING A TRANSFER OF ANY OWNERSHIP RIGHTS IN YOUR INTELLECTUAL PROPERTY TO US. YOU ARE, HOWEVER, PERMITTING QUIDPLAYER TO DISTRIBUTE YOUR MUSIC AND OTHER CONTENT TO END USERS OF THE QUIDPLAYER SERVICE UNDER THE TERMS OF THIS AGREEMENT.

TOC

• 1. Definitions

• 2. License Grant

• 3. Term

• 4. Ownership of Artist’s Intellectual Property

• 5. Ownership of Quidplayer’s Data

• 6. Distribution and Payment

• 7. Artist’s Representations and Warranties

• 8. Notice and Takedown Procedure

• 9. General

1. Definitions

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

• 1.1 “Additional Content” means all content you provide to us in addition to Primary Digital Content, such as, for example, artwork, imagery, graphics, drawings, pictures, photographs, text, poetry, prose, and video, including any associated metadata.
• 1.2 “Composition” means a musical composition recorded in a sound recording.
• 1.3 “Digital Content” means any and all digital content that you provide to us, including without limitation Primary Digital Content and Additional Content.
• 1.4 “Digital Content File” or “Digital Content Files” means a digital file or files embodying your Digital Content, such as, for example, an MPEG-1 Audio Layer 3 (“MP3”) file, including all associated metadata, such as, for example, song title, artist name, running time, identifiers such as an International Standard Recording Code (“ISRC”), and other information customarily associated as metadata in the online music business in the country concerned.
• 1.5 “Digital Content Provider” means a party (including you) with which we have a contractual relationship pursuant to which such party permits the Distribution of the party’s Digital Content.
• 1.6 “Digital Music Content” means any and all digital audio content and digital music content your provide to us, including sound recordings and Compositions embodied therein.
• 1.7 “Distribution” means the sale, license, digital transmission, editing, marketing and/or distribution of one or more Digital Content Files, including any and all reproductions made and distributed of any and all Digital Content Files.
• 1.8 “End User” means anyone who accesses or uses the Quidplayer Website or the Quidplayer Service.
• 1.9 “Primary Digital Content” means the primary digital content you provide to us to Distribute to End Users of the Quidplayer Service such as, e.g., Digital Music Content, including any associated metadata.
• 1.10 “Quidplayer Service” means the service provided by Quidplayer that permits End Users to preview and purchase Digital Content and Digital Content Files under the terms and conditions set forth in the Terms of Service.
• 1.11 “Retailer” means any third party authorized by Quidplayer and a Digital Content Provider to market, promote or distribute the Digital Content or Digital Content Files of the Digital Content Provider on the Internet.
• 1.12 “Territory” means the world, provided, that we may elect to make the Quidplayer Service available on a more limited basis.

2. License Grant

In order for Quidplayer to distribute and sell your Digital Content and Digital Content Files and to represent to people that you have authorized us to distribute and sell your Digital Content and Digital Content Files, you authorize and empower Quidplayer to do those things in this Artist Agreement. By accepting this Artist Agreement, you appoint us as your non-exclusive authorized representative for the Distribution of your Digital Content and Digital Content Files. (As this is a non-exclusive arrangement, you are free to use other services to distribute your Digital Content and Digital Content Files, in addition to Quidplayer.) Accordingly, you grant to us and/or our Retailers the right, to:

• Create Digital Content Files embodying or including your Digital Content; convert into Digital Content Files any files or other medium embodying Digital Content that you provide to Quidplayer; and make copies of your Digital Content and Digital Content Files, even if this Agreement has ended;
• Distribute to End Users by digital transmission, including by Download, Digital Content and Digital Content Files as “singles,” “albums” or other “bundles”; on demand streams; and other configurations of Digital Content Files used in the online music business in the Territory concerned;
• Grant to End Users all rights necessary to Download and use Digital Content and Digital Content Files in accordance with Section 7 of the Terms of Service and receive money in exchange for the grant of licenses for End Users’ Personal Noncommercial Use in accordance with Section 7 of the Terms of Service;
• Grant to Retailers licenses to distribute Digital Content and Digital Content Files, provided that Quidplayer shall seek prior written consent from you not to be unreasonably withheld before granting any such licenses to Retailers and that such licenses will be subject to terms and conditions agreed to in advance between Quidplayer and you;
• Edit and publicly perform, including the right to playback or otherwise make available in a publicly available way, your Digital Content and Digital Content Files and portions thereof including by “streaming” that is primarily designed to market the Digital Content and Digital Content Files to potential purchasers and to have potential purchasers purchase Downloads of your Digital Content and Digital Content Files;
• Make copies of and publicly perform any Composition embodied in Digital Content and Digital Content Files (including any and all “server” or “ephemeral” copies), it being understood and agreed that Quidplayer will not be obligated to account and pay mechanical royalties to you;
• Use your Digital Content and Digital Content Files as may be desirable for Quidplayer for Distribution, including without limitation for all purposes contemplated in the Terms of Service; and
• Use in connection with the Distribution of Digital Content and Digital Content Files any proprietary data, information, or intellectual property owned or licensed by you and submitted to Quidplayer with Digital Content and Digital Content Files, such as, for example, copyrights, trademarks, patents, trade secrets, personal likenesses, and biographical materials.

For the avoidance of doubt, (i) the rights you grant to Quidplayer for the Digital Content, Digital Content Files, and Compositions are, or are deemed to be, a direct license to Quidplayer and our designees, including without limitation our Retailers and any person, firm, corporation or other entity hosting or making available any Quidplayer software, code, or service by which End Users may use and access your Digital Content and Digital Content Files, and (ii) you grant to Quidplayer and our designees, including without limitation our Retailers and any person, firm, corporation or other entity hosting or making available any Quidplayer software, code, or service by which End Users may use and access your Digital Content and Digital Content Files, the rights to use and publish, and to permit others to use and publish, as reasonably necessary for the Distribution of Digital Content and Digital Content Files, the name(s), trademarks, approved likenesses and approved biographical materials of you and all persons rendering services in connection with your Digital Content and Digital Content Files.

3. Term

The term of this Agreement begins on the date the last party hereto signs this Artist Agreement below (“Effective Date”) and continues until terminated by either party (“Term”). Either party may terminate this Artist Agreement at any time upon thirty (30) days written notice to the other party. Either party may terminate for any reason, including convenience, or for no reason.

4. Ownership of Artist’s Intellectual Property

By accepting this Artist Agreement, you do not hereby transfer any ownership rights of any kind to any of your intellectual property, including any copyrights held by you regarding sound recordings or Compositions. No provisions of, or potential ambiguity in, this Artist Agreement should be construed by anyone interpreting this Artist Agreement as effecting a transfer of any ownership rights in your intellectual property to Quidplayer.

5. Ownership of Quidplayer’s Data

Quidplayer is the sole owner of all data observed or collected during or after the Term as part of providing the Quidplayer Service, including transaction data, file transfers, search requests, and End User use data. To avoid any potential confusion, this does not include Digital Content or Digital Content Files submitted by you to Quidplayer, or the Composition(s) from which they were derived.

6. Distribution and Payment

By signing this Artist Agreement, you understand, acknowledge, and agree that there is no minimum price for End Users of the Quidplayer Service to Download Digital Content or Digital Content Files and that users may choose to Download Digital Content or Digital Content Files for free. You understand, acknowledge, and agree that none of the Digital Content you submit may contain digital rights management (“DRM”) technology that may interfere with an End User’s or Quidplayer’s use of your Digital Content and Digital Content Files as permitted in this Agreement. You will be given access to HTML code that will display your Quidplayer storefront wherever you can edit HTML code. The Quidplayer storefront will allow End Users to preview your Digital Content and Digital Content Files as complete files from whatever Website includes the HTML code. Your Quidplayer storefront will have a box next to each Digital Content Files in which an End User can enter a price for that Digital Content File. You understand, acknowledge, and agree that Quidplayer does not control, and is not responsible for, third party use of your Quidplayer storefront generated by HTML code posted by you on the Internet. You further understand, acknowledge, and agree that Quidplayer has no responsibility for any use of your Quidplayer storefront other than on Quidplayer Website and that it is up to you as the Artist to license, prohibit, and/or police, as applicable, third party use of your Quidplayer storefront.

From any Web page with your Quidplayer storefront, an End User may continue to the Quidplayer checkout (http://checkout.quidplayer.com). The Quidplayer checkout Web page will also display your Quidplayer storefront and allow End Users to alter their selections and the prices for each Digital Content File. End Users who pay at least enough to cover the credit processing fees will be sent to a third party credit card processor (e.g., Google Checkout). End Users who attempt to pay less than the minimum price to cover the transaction fees will be asked to Download the Digital Content Files for free. End Users who complete the checkout process will receive an email with temporary download links. Your royalty account will be credited once a Digital Content File is both paid for and Downloaded.

Quidplayer will maintain a unified account (a “proceeds account”) into which we will deposit net proceeds derived from sales of Digital Content and Digital Content Files and against which we will debit all fees payable by you to us. All such fees (e.g., per download transaction fees) are listed on Quidplayer’s “Fees Schedule” located at http://www.quidplayer.com/about/artistfaq. By signing this Artist Agreement, you acknowledge that you have read and agree to these fees. If we change our fee schedule, we will do so in accordance with the modification and notification process described in Section 9.1 of this Artist Agreement.

During the Term, we will deposit into your proceeds account all of your net proceeds received by us, less our applicable fees (as described herein and in the Fees Schedule), on a monthly basis, no later than forty-five (45) days following the end of each calendar month. We will hold payment until the following month if the total amount due to you is not more than twenty dollars (US$20.00). Our accountings will show, in reasonable detail, the name of the artist, the name and quantity of your Digital Content and Digital Content Files sold during each month together with the applicable wholesale price and total net proceeds payable for your Digital Content and Digital Content Files.

7. Artist’s Representations and Warranties

By accepting this Artist Agreement, you represent and warrant that you have all rights necessary to grant to Quidplayer all licenses and rights to Digital Content and Digital Content Files described herein and that Quidplayer need not seek any additional licenses or rights from any third party in order to use Digital Content and Digital Content files in connection with the Quidplayer Service and Distribution. You understand and agree that the only sums we are required to pay to you in connection with any and all Distribution of your Digital Content and Digital Content Files will be the revenues therefor less any and all sums you are required to pay to us under this Artist Agreement, as explained in Section 6 of this Artist Agreement. You will be responsible for and will pay (i) any sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Digital Content and Digital Content Files; (ii) all sums payable in connection with the Compositions derived from sales or other uses of Digital Content and Digital Content Files; (iii) for any rights, consents, or royalties payable to third parties in connection with the delivery, encoding, transcoding, encrypting, use and/or distribution of Digital Content and Digital Content Files; (iv) all payments that may be required under any collective bargaining agreements applicable to you or any third party; and (v) any other monies payable with respect to the Distribution of your Digital Content and Digital Content Files.

You further represent and warrant that: (1) you have the full authority to act on behalf of any and all owners of any right, title or interest in and to your Digital Content and Digital Content Files; (2) you own or control all rights necessary in order to grant to us the rights and promises you grant to us under this Artist Agreement; (3) the exercise of such rights, licenses and permissions by us and our Retailers and licensees will not violate or infringe the rights of any third party; (4) you have full authority to enter into and fully perform your obligations under this Artist Agreement; (5) you have obtained all necessary third party consents, licenses and permissions necessary to do so; (6) you will not act in any manner which conflicts or interferes with any existing commitment or obligation, (7) no agreement previously entered into by you will interfere with your performance of your obligations under this Artist Agreement; (8) you will perform your obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance; (9) all information you have provided and will provide to us is true; (10) you have copyright rights as to the original work or as a licensee; (11) you shall provide evidence of your rights upon request therefor; (12) you are not a party to a any competing agreement; (13) you have obtained the written consent, release, and/or permission of each person featured in the content, including any minors 18 years of age or the agent of consent of the state of residence or have obtained written consent or permission of their parent or guardian; and (14) you have obtained compulsory licenses, including compulsory mechanical licenses.

8. Notice and Takedown Procedure

Quidplayer is committed to resolving any copyright infringement issues according the Digital Millennium Copyright Act as outlined in this Notice and Takedown Procedure.

8.1 Copyright Infringement Notification.

To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of title 17 of the United States Code (the "Copyright Act") to confirm these requirements):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the 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 the service provider to locate the material. Providing URLs to the work(s) and track titles of the work(s) as displayed at those URLs in the body of an email is the best way to help us locate content quickly;
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Such written notice should be sent to our designated agent by email to:

support@quidplayer.com, Subject: Quidplayer DMCA Copyright Infringement Notification

or written communication to:

DMCA Complaints
ATTN: Copyright Infringement Notification
Quidplayer, LLC
PO BOX 115
Bala Cynwyd, PA 19004

8.2 What Happens Next?

After we receive your copyright infringement notification, we will expeditiously take down the work(s). We will attempt to notify the alleged infringer of the copyright infringement notification and point them to the procedure for [LINK counter-notification]. We will not share your personal information with the alleged infringer.

If we receive a relevant counter-notification from the alleged infringer, we will forward it to you. You will have 10 days to notify us that you have filed an action seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the material on Quidplayer. If we receive such a notification, we will not restore the material. If we do not receive such notification, we may reinstate the material.

Please also note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Please also note that the information provided in this legal notice may be forwarded to the person who provided the allegedly infringing content.

8.3 Counter-Notification.

The process for counter-notifications is governed by Section 512(g) of the Copyright Act: http://www.copyright.gov/legislation/dmca.pdf

To file a counter notification with us, you must provide a written communication that sets forth the items specified below.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.

8.4 Elements of Counter-Notification.

A sample counter notification may be found at: http://www.chillingeffects.org/dmca/counter512.pdf. To expedite our ability to process your counter notification, please use the following format (including section numbers):

• Identify the specific track titles and track ids of the material that Quidplayer has removed or to which Quidplayer has disabled access;
• Provide your full name, address, telephone number, and email address, and the username of your Quidplayer account;
• Provide a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Philadelphia County, Pennsylvania if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person;
• Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;"
• Sign the notice. If you are providing notice by e-mail, a scanned physical signature or a valid electronic signature will be accepted.

Send email to the following address:

support@quidplayer.com, Subject: Quidplayer DMCA Counter-Notification

or written communication to:

DMCA Complaints
ATTN: Counter-Notification
Quidplayer, LLC
PO BOX 115
Bala Cynwyd, PA 19004

8.5 What Happens Next?

A sample counter notification may be found at: http://www.chillingeffects.org/dmca/counter512.pdf. To expedite our ability to process your counter notification, please use the following format (including section numbers):

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on Quidplayer. If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.

DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.

9. General

9.1 Modification.

Quidplayer reserves the right to change all or part of this Artist Agreement. Notice of any such changes will be provided in the manner detailed in Section 9.9 of this Artist Agreement. If you do not consent to any such proposed changes your sole recourse will be to terminate this Artist Agreement by written notice to us, and your failure to do so within ten (10) days of the date of notification of any such change will constitute your acceptance of such changes.

9.2 Effect of Termination.

The expiration of the Term of this Artist Agreement will not relieve either party from its respective obligations incurred prior to or during the Term. Accordingly, the provisions of this Artist Agreement will continue to apply even after the expiration of the Term.

9.3 Indemnification.

If Quidplayer receives a claim that our Distribution of your Digital Content or Digital Content Files or any other materials provided or authorized by you violates any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our Retailers, licensees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Paragraph. We will promptly notify you of any such claim, and by obtaining, posting and maintaining an adequate bond for our benefit you may assume control of the defense of such claim, provided that we will have the right in all events to participate in the defense thereof. Additionally, you agree to indemnify, defend, and hold us harmless from and against anything including all losses or liabilities (including reasonable attorneys’ fees, costs, and expenses) arising out of any claims by a Retailer that relate to your withdrawal of your Digital Content or Digital Content Files (such as claims alleging unfair business practices, or price discrimination).

9.4 Independent Contractors.

The parties agree and acknowledge that the relationship between the parties is that of independent contractors.

9.5 No Partnership, Joint Venture, Agency or Employment Relationship.

This Artist Agreement will not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, or employee.

9.6 Entire Agreement.

The Agreement—i.e., this Artist Agreement, together with all amendments, addenda, and licenses, and collectively with all Quidplayer rules and policies, including the Quidplayer Privacy and Security Policy and the Quidplayer Terms of Service–contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof.

9.7 Modification and Waiver.

This Artist Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Artist Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Artist Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination will not affect any other provision hereof, and the unenforceable provision will be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

9.8 Assigns, Heirs, Etc.

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

9.9 Notices.

Except as otherwise provided for herein, any notice, approval, request, authorization, direction or other communication under this Artist Agreement will be given in writing and will 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, or as properly updated.

9.10 Applicable Law and Venue.

This Agreement will be governed and interpreted in accordance with the internal laws of the Commonwealth of Pennsylvania applicable to agreements entered into and to be wholly performed therein, without regard to principles of conflict of laws. If Quidplayer brings a claim against you for any reason under the Artist Agreement or in connection with your access to or use of the Quidplayer Website or the Quidplayer Service, you agree to submit to the jurisdiction of the federal and state courts located in the Commonwealth of Pennsylvania.

9.11 Dispute Resolution.

Quidplayer intends to resolve any and all disputes that may arise between it and its participants in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Quidplayer in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Quidplayer shall respond within ten (10) business days with identical information from its perspective. You and a representative of Quidplayer shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and Quidplayer deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and Quidplayer fail to resolve the matter, you shall then proceed to litigation in the forum described in Section 9.10 of this Artist Agreement.

9.12 Rights and Remedies Cumulative.

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

9.13 Headings.

The headings used in this Artist Agreement are for convenience only and are not to be considered in construing or interpreting this Artist Agreement.

9.14 No Third Party Beneficiaries.

This Artist 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 will 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 Artist Agreement.

9.15 Signature in Counterparts.

This Artist Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. For purposes of execution, facsimile signatures shall be considered effective and binding.