Cause.fm Artist Agreement What you need to know about selling your music on Cause.fm

Cause.fm is a proud supporter of independent music and independent artists. We've created Cause.fm to feature the original work of musicians of all styles and callibers, while providing a means for you to truly make a difference in the world with your music. When you register to use the Cause.fm Service, you agree to all of the terms and conditions of this Artist Agreement. The Artist Agreement sets forth various rules that govern your use of the Cause.fm Service. The two most important are:

• You will ONLY post Content that you own or have the right to use.
• You will not otherwise infringe the intellectual property rights of a third party.

EXAMPLES OF PROHIBITED CONTENT
The following are examples of Content that you are PROHIBITED from using on the Cause.fm Service unless you own the Content or obtain the right to use it from the owner of the Content:

• No Unofficial Recordings of existing Musicians, Bands, Fan Clubs, or other organizations without explicit authorization to use such Content for sale of recordings.
• No Content using the likeness of a third party without written release (ie images, voices, or songs).
• No compilations or "mixes" using the Content of other artists.
• No recordings of live performances without authorization to make copies of such Content for sale.
• No Content downloaded from the internet.

NOTICE OF INFRINGEMENT
If Cause.fm receives notice that you have allegedly used Content that you do not own or have the right to use, Cause.fm can take various actions including:
• Disclosure of your sales and contact information to the owner of the Content.
• Removal of your account from Cause.fm without compensation.
• Obtaining indemnification from you (which means you will be legally and financially responsible to Cause.fm for any damage you cause).

COVER VERSIONS
• You may sell cover versions of copyrighted music, provided that you obtain mechanical licensing for your recordings. Mechanical licenses may be obtained through third-party web services listed in our resources section, or directly through the copyright owner.

PAYMENT AND COMPENSATION
Cause.fm exists to promote and support both artists and charities. Therefore, the following guidelines govern your compensation for content sold on Cause.fm

• Cause.fm will retain 30% of every transaction as a service fee. Cause.fm is responsible for card processing fees and donation processing costs.
• You must designate a minimum of 5% of the transaction amount to be donated to the charity of your choice, provided that the Charity is on our approved list of organizations. There is no maximum donation. You can change this amount at any time in your account. This donation will be made by the customer at checkout.
• Your compensation will be computed as 70% of the gross transaction minus the donation amount processed on behalf of the customer.

For example... let's say you have an album for $10 on Cause.fm, with 20% to be donated to charity. Cause.fm will keep $3. The donation amount is calculated as 20% of the remaining $7, which means that the charity will receive $1.40 as a donation. Your compensation for the album would be the remaining amount of $5.60. This transaction would show on the website to the customer as an album selling for $10 with a donation amount of $1.40 from the proceeds.

We know, it's a little complicated. Our lawyers and accountants made us do it this way.

MORE INFORMATION
Please read the Cause.fm FAQs or Email us at help@cause.fm if you have any questions.

AGREEMENT

This Artist Agreement ("Agreement") is made by and between Cause.fm LLC, an Arizona Limited Liability Company, with offices at 11811 North Tatum Blvd, Suite 3031, Phoenix, Arizona 85028 (“Cause.fm”) and you ("you" or "your"), a contributor of music and/or sounds contained on the Cause.fm service. This Agreement contains the terms and conditions that govern your use of this Web Site.

BY CLICKING THE "I AGREE" BUTTON OR ACCESSING OR USING ANY PART OF THIS WEB SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.

ONE LIGHT MUSIC/CAUSE.FM RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. ACCORDINGLY, YOU SHOULD REVIEW THIS AGREEMENT FROM TIME TO TIME TO BECOME FAMILIAR WITH SUCH CHANGES.

1. Definitions
1.1 "Cause.fm Service" means all of the services that Cause.fm offers, including but not limited to all technology, processes and materials used to provide such services.
1.2 "Cause.fm Web Site" means the web site located at the domain names "Cause.fm" and at such other domain names used to identify web sites on which Cause.fm may offer the Cause.fm Service.
1.3 "Member" means any person or entity who opens and maintains an account with Cause.fm.
1.4 "Member Content", "User Content" or "Content" means any Content supplied by the Member to the Cause.fm Service, including but not limited to the images, artwork, audio, video, trademarks, trade names and other data uploaded to Cause.fm, entered through Web forms, or mailed to Cause.fm (such as CD masters).
1.6 "Artist(s)" or "You" are Members that creates, records, markets or sells Content using the Cause.fm Service.
1.7 "Charity" or "Cause" is an organization approved by Cause.fm that benefits from the sale of Content on the Cause.fm Service. An Artist may not be a Charity or Cause.

2. General Rules
2.1 You will comply with all of the terms and conditions of this Agreement and all applicable laws, regulations and rules when you use the Cause.fm Service, whether you just browse the Cause.fm Web Site, use its freely-available services, or become a Member.
2.2 Cause.fm will only provide the Cause.fm Service to persons and entities who can form legally binding contracts under applicable law. Without limiting the foregoing, minors may not use the Cause.fm Service.
2.3 Cause.fm may modify the Cause.fm Service at any time with or without notice to you.
2.4 If Cause.fm determines, in its sole and absolute discretion, that you will breach a term or condition of this Agreement by recording, creating, marketing or selling Content that infringes on the rights of others or otherwise does not meet the standards of the Cause.fm Service, Cause.fm may cancel or refund any order without any liability to you or any third party. Cause.fm may remove or replace any Content at it sees fit.

3. Opening an Account
3.1 To become a Member, you must open an account with Cause.fm through its online registration process. Only Members have the right to sell Content and use certain portions of the Cause.fm Service.
3.2 You must provide Cause.fm with accurate and complete contact and payment information if you open an account with Cause.fm. You must promptly notify Cause.fm if any of this information changes.
3.3 You will need to select a password if you open an account. You will be responsible for all use of your password, including, without limitation, any use by any unauthorized third party. You must notify Cause.fm immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Cause.fm immediately if you become aware of any other breach or attempted breach of the security of the Cause.fm Service.

4. Your Conduct
4.1 Generally, you must use the Cause.fm Service in a manner that demonstrates good taste and respect for the rights of Cause.fm and third parties.
4.3 You will not use the Cause.fm Service to post Content or to record, create, market or sell a Track that (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, rights of privacy and publicity, (ii) is libelous, defamatory or slanderous, (iii) condones, promotes, contains or links to warez, cracks, hacks or similar utilities or programs, (iv) contains explicitly sexual Content (including nudity), (v) does or may denigrate or offend any ethnic, racial, gender, religious or other protected group, through use of language, images, stereotypical depiction or otherwise, (vi) is designed to or does harass, threaten, defame or abuse others, (vii) exploits minors, (viii) encourages the abuse of drugs, alcohol or cigarettes or (ix) is generally offensive or in bad taste.
4.4 You will not (i) use "spam," "blast-faxes" or recorded telephone messages to market or sell Content, (ii) interfere with the Cause.fm Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware, (iii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Cause.fm Service, (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the Cause.fm Web Site, (v) collect electronic mail addresses or other information from third parties by using the Cause.fm Service, (vi) impersonate another person or entity, (viii) engage in any activity that interferes with any third party's ability to use or enjoy the Cause.fm Service or (ix) assist any third party in engaging in any activity prohibited by this Agreement.
4.5 Cause.fm may, from time to time, provide you with information relating to Members that purchase your Content. This information may include the Members' names and email addresses. You may only use this information for purposes of your internal record keeping. Without limitation of any of the foregoing, you may not share or sell any of this information to a third party or use it to market or advertise any Content or services.

5. Compensation.
This Section will apply to you if you become a Member and choose to sell Content using the Cause.fm Service.
5.1 If you choose to sell your Content using the Cause.fm Service, you must provide your taxpayer information to Cause.fm as is required by the IRS. If Cause.fm does not have current and valid taxpayer information for you on file for a particular month, payments due to you under this Agreement will be held until you have provided Cause.fm with complete payment information.
5.2 You can choose to sell Content using the Cause.fm Service by uploading Content to the Cause.fm Web Site. All Content on Cause.fm will be sold in accordance with the following:
i) All retail prices for Content (including individual song downloads, albums, and subscriptions) will be set by Cause.fm. You may not change this price.
ii) Cause.fm will collect 30% of the retail sales price for your Content in exchange for providing the Cause.fm Service.
iii) All Content sold on Cause.fm will be linked to a Charity or Cause of your chosing, provided that the Charity is approved by Cause.fm. Of the net remaining 70% of proceeds from the sale of Content on Cause.fm, you agree to designate a minimum of 5% to a maximum of 100% of proceeds to be sent as a donation to that Charity. You may change the amount that goes to charity, as well as the designated Charity at any time from your Member account. Changing the amount you designate to charities will take effect on all future sales, and will not retroactively apply to previous sales made at different rates.
5.3 Each month, Cause.fm will make payment to members with a positive balance within 30 days of the final statement date (the last day of the previous month). Cause.fm will pay qualifying members by Check or PayPal, depending on the member’s payment preferences that are set in your Member Account. Cause.fm will not send payments to composers who have incorrect or incomplete payment information on file.
5.4 Cause.fm will donate the accrued donations every quarter to each Charity, according to the amounts set forth by section 5.2.
5.5 Cause.fm will make available to you an online sales report showing all of your Content sales. The report will list for each such month (i) the number and type of all Content sold, (ii) any charges you must pay to Cause.fm (for example, charges due for additional services), (iii) all money or compensation you have earned, (iv) all compensation paid to Charities or Causes as a result of your sales activity on the Cause.fm Service. The sales report may, from time to time, be changed to reflect the deduction of compensation owed to you for Content that are deemed in breach of this Agreement, or resulting from Customer returns or payment system errors.
5.6 Cause.fm will make payment information to Charities publicly available on the Cause.fm Web Site, and our records will be audited from time to time by a third-party certified accounting firm.
5.7 If you have not provided Cause.fm with current payment information (such as your correct mailing address or your taxpayer information) or if a payment is returned to Cause.fm for any reason at the time Payments are processed, Cause.fm will hold the payment due to you and re-try disbursement at the end of the calendar year. If at that time you still have not provided Cause.fm with your complete and accurate payment information, and Cause.fm is unable to pay you, your donation designation (as outlined in section 5.2, iii) will be set to 100%, and Cause.fm will donate 100% of the held payments to the Charity of its choice. At no time will Cause.fm make payments "on request."
5.8 If you terminate your account, Cause.fm will make a final payment of your remaining balance within 30 days, unless the payment is held for any of the reasons listed above. If your acccount is terminated, and Cause.fm does not have valid or complete payee information on file, Cause.fm and Cause.fm will not be required to make final payment of your remaining balance, and will donate your proceeds in accordance with section 5.7.

6. Intellectual Property Rights
6.1 Cause.fm Service: Cause.fm will solely and exclusively own all intellectual property and other rights, title and interest in and to the Cause.fm Service, and Cause.fm will have the sole and exclusive right to obtain trademark and copyright registrations, patents and other protection therefore, and you will not acquire any right, title or interest therein, under this Agreement or otherwise.
6.2 Rights to Member Content: You will retain all rights to your Member Content. You hereby grant to Cause.fm a royalty-free, worldwide, nonexclusive, right and license to use your Member Content in connection with the advertising, promotion, production and sale of the Content you choose to sell in accordance with this Agreement; this includes sales in file formats other than MP3, in which case Cause.fm provides converted files on one (1) CD ROM to the customer; Cause.fm may, from time to time, produce free samplers for PR, advertising, and marketing purposes for the Cause.fm service containing your member Content. Cause.fm will never represent that it owns your Member Content. If you or Cause.fm terminate your account, Cause.fm will cease its use of your Member Content as soon as reasonably practical. You also hereby grant purchasers of your Content the rights to use said Content in accordance with the provisions outlined above in the Cause.fm End-User License.
6.4 Cause.fm may, at any time, with or without notice to you, edit your track descriptions and/or classification options for your member Content in order to maintain site quality standards.
6.5 Third-party trademarks and Content: at no time will you use a logo, mark, or other content belonging to a Charity or third party. Charity logos and trademarks are the exclusive property of their respective owners and may not be used without permission.

7. Representations and Warranties
7.1 Each party represents and warrants to the other party (i) that it has the full power and authority to enter into and perform under this Agreement, (ii) the execution and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules, and (iii) this Agreement is a legal, valid and binding obligation of the party executing this Agreement, enforceable in accordance with its terms and conditions.
7.2 You represent and warrant to Cause.fm that any Content you submit to Cause.fm and any Content that you create, record, market or sell using the Cause.fm Service will not infringe the copyright, trademark, patent, trade secret, rights of privacy and publicity or other legal right of any third party.

8. Disclaimers, Exclusions, and Limitations
8.1 Cause.fm provides the Cause.fm Service on an "as is" basis. Cause.fm does not represent or warrant that the Cause.fm Service or its use (i) will be uninterrupted, (ii) will be free of innacuracies or errors, (iii) will meet your requirements, or (iv) will operate in the configuration or with the hardware or software you use. Cause.fm makes no warranties other than those made expressly in this agreement, and hereby disclaims any and all implied warranties, including without limitation, warranties of fitness for a particular purpose, merchantibility and non-infringement.
8.2 The third-party links, services, resources and information that Cause.fm provides on or makes available through the Cause.fm Website are not controlled by Cause.fm. Accordingly, Cause.fm makes no warranties regarding such third-party services, resources and information, including without limitation, warranties of fitness for a particular purpose, merchantibility and non-infringement and will not be liable for your use or or reliance on such third-party services, resources or information.
8.3 Cause.fm will not be liable to you or any third party for any conseqential, incidental, indirect, punative or special damages (including damages relating to lost profits, lost data or goodwill) arising out of, relating to or connected with the use of the Cause.fm Service, based on any cause of action, even if advised of the possibility of such damamges.
8.4 Except for a breach of party's representations and warranties under this agreement or in connection with your indemnity obligations under this agreement, in no event will the liability of either party in connection with this agreement exceed the greater of (i) the amount paid by Cause.fm to you during the six months immediately preceding the event that gives rise to such liability or (ii) $100.

9. Indemnification.
You will indemnify and hold Cause.fm and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Indemnified Parties") harmless from any damage, loss, cost 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 Indemnified Parties insofar as such Claim alleges facts or circumstances that would constitute a breach of any provision of this Agreement by you. If you are obligated to provide indemnification hereunder, Cause.fm may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise or in any other manner dispose of any Claim without the consent of Cause.fm. If you are obligated to provide indemnification hereunder, Cause.fm may withhold any payment it is otherwise required to make to you under Section 5 as a set off against your indemnity obligations.

10. Third-Party Services.
Cause.fm may use third-parties to provide certain services that you may link to from Cause.fm. These services may have their own terms of use and other policies. You will be governed by such terms and policies as well as the terms of this Agreement.

11. Additional Terms.
The following agreements, rules and policies contain additional terms and conditions that govern your use of the Cause.fm Service. Cause.fm reserves the right to make changes to such agreements, rules and policies at any time. Continued use of any part of the Cause.fm Service constitutes your acceptance of such changes. Accordingly, you should review such agreements, rules and policies from time to time to become familiar with such changes. If the terms of any of the following conflict with the terms of this Agreement, the terms of this Agreement will govern and be given precedence.
11.2 Cause.fm may collect and use your information as provided for in its Privacy Policy.
11.3 Cause.fm may receive a notice of claimed infringement and take appropriate action under its Intellectual Property Rights Policy.
11.4 Cause.fm may return and refund sales in accordance with its Refund and Returns Policy.

12. Termination
12.1 In its sole and absolute discretion, with or without notice to you, Cause.fm may (i) suspend or terminate your use of the Cause.fm Service, (ii) terminate your account, (iii) remove any of your Content from Cause.fm's servers and (iv) prohibit you from uploading new Content.
12.2 If you are a Member, you may terminate your account for any reason at any time by emailing technical support a termination request containing your username.
12.3 This Agreement will survive indefinitely unless and until Cause.fm chooses to terminate it, regardless of whether any account you open is terminated by you or Cause.fm.
12.4 If you or Cause.fm terminate your account, or if Cause.fm takes any action pursuant to Section 12.1, Cause.fm may delete any web sites, web pages, files, graphics or other Content or materials relating to your use of the Cause.fm Service on Cause.fm's servers or otherwise in its possession and Cause.fm will have no liability to you or any third party for doing so. If you or Cause.fm terminate your account you must immediately cease representing yourself as a Member.

13. Notices.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to Cause.fm, you must use the address first set forth above or the following email address: artists@Cause.fm. If Cause.fm provides notice to you, Cause.fm must use the contact information provided by you to Cause.fm. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on the delivery confirmation (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated.

14. Miscellaneous.
This Agreement 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 Arizona without reference to conflict of law principles. Any action or proceeding to enforce this Agreement will be brought in the federal or state courts located in Maricopa County, Arizona. This Agreement will not be assignable or transferable by you without the prior written consent of Cause.fm. This Agreement (including all of the agreements, rules and policies described in Section 11, which are hereby incorporated herein by this reference) contains 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 this Agreement 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 right, power, or privilege under this Agreement. You and Cause.fm are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and