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Film Music Agent - Terms of Service

USER AGREEMENT

VersusMedia, hereinafter "VM", a limited liability company located in Los Angeles,


California provides certain services to filmmakers and musicians. In order to receive
these services, you, the "User" must acknowledge and accept the following terms
and conditions of this service agreement hereinafter "Agreement".

1) Services

As a Member of VersusMedia, User has access to material provided on VM's website.


Musician Gold Member Users receive upgraded services and are granted more
access to the material contained on VM's website.

2) Term

The "Term" of membership shall commence upon acceptance of this Agreement and
payment of membership fees. User or VM may terminate membership at any time
without notice.

3) Compensation

a)
Should User select any material provided by VM's licensing service (this does
not include the free listing service) and enter into an agreement to license said
material, VM shall be compensated 10% of the contract price or $7.00, whichever is
greater.

b)
If User hires VM as a music consultant, User agrees to pay VM reasonable
service fees

4) Exclusivity:

a)
VM's services will be rendered on a non-exclusive basis to User during the
Term of the Agreement.

b)
During the Term of services for User, VM may engage in non-interfering
activities as providing similar services to other users.

5) Publicity

a)
Any publicity, paid advertisements, press notices or other information with
respect to VM will be under the sole control of VM. Therefore, User, his/her agents
or representatives, or any of them, will not issue or consent to and/or authorize any
person or entity to release such information without the express prior written
approval of VM. Any violation of this paragraph shall be considered a material
breach of this agreement.

b)
User hereby grants VM the right during the Term of this Agreement, to issue
and authorize publicity, paid advertisements, press notices and other information
concerning User.

6) Name and Likeness

User hereby grants to VM the perpetual right to use, and license others to use,
User's name, approved likeness, biography, voice and other sound effects in
connection with the rights granted by User hereunder, however, only in the context
of promoting VM's services.

7) Limitations on Authority

User shall not employ any person to serve in any capacity, or contract for the
purchase or renting of any article or material, nor make any agreement committing
VM to pay any sum of money for any reason whatsoever in connection with VM's

services hereunder, or otherwise, without the express prior written consent of a duly
authorized officer of VM.

8) Rights

a)
VM does not gain or acquire any ownership rights to any of the material
supplied by any User or member. VM may not enter into any agreement granting
any User a license to use material provided by VM's website. The User who supplies
the material to be provided maintains all rights and control of material and may
grant other rights to Users at its sole discretion.

b)
VM provides licensing agreements to assist User in acquiring rights to
material provided on VM's website. However, VM is not a party to any of the
agreements provided and does not offer advice or assistance to User prior to
entering into any agreement regarding the licensing of material provided on VM's
website. User is under no obligation to use the licensing agreements provided by
VM

9) Representations and Warranties

a)
User hereby warrants and represents that he/she will not violate any law,
regulation or contractual obligation by entering into this Agreement, and that
he/she is free to enter into this Agreement, is not subject to any obligation or
disability and has not made or will not make any grant or assignment which can, will
or reasonably might prevent or materially interfere with the full performance of VM's
obligations hereunder.

10) Indemnification

a)
User hereby agrees to indemnify and hold harmless VM, it's successors,
transferees, assignees and licensees, and the respective agents from and against
any and all damages, costs, expenses, liabilities, claims and causes of action in any
way arising by reason of the breach by User of any warranty or representation
hereunder or any other provision in this Agreement, including, without limitation,

reasonable outside attorneys fees and costs in the defense and disposition of such
matters, and any claim for any compensation by User. VM shall defend and
indemnify User from and against all judgments, damages, costs and expenses,
including reasonable outside attorneys fees and court costs, arising out of material
assigned and/or supplied to User by VM, hereunder.
a)
The sole right of User as to any breach or alleged breach by VM shall be
through binding arbitration.

11) No Obligation

VM has no obligation to User to obtain any agreements for production or distribution


of any media for User and VM does not promise or guarantee that User will obtain
rights to use any material provided on VM's website. However, VM will use its best
efforts in good faith to provide material for User to search and/or obtain through one
of the provided agreements.

12) Assignability

This Agreement is exclusive to the services of VM hereunder and not assignable for
the services of VM to anyone else.

13) No Authority to Bind

User has no authority to bind VM in any third party agreements or any other
agreements unless a prior agreement has been made with VM in writing.

14) Disclaimer

A wide variety of material is supplied to VM to be provided on the website. The


material contained on VM's website does not reflect, express, contain or represent
any views, opinions or belief's of VM and are solely those of other members. VM

does not review any material supplied by a member to be provided on VM's website
and VM is therefore not responsible for the content of any material on VM's website.

15) Additional Provisions

a)
Voluntary Agreement: User represents and warrants that he/she has entered
into this Agreement freely and voluntarily without any duress, coercion or undue
influence.

b)
Choice of Law and Submission to Jurisdiction: This Agreement shall be
governed by applicable federal law and by the laws of California, United States. User
and Company hereby submit and consent to the jurisdiction of the state and federal
courts located in the United States and stipulate that such courts are convenient for
the resolution of any disputes relating to this Agreement or the formation,
interpretation or breach hereof.

c)
Paragraph Headings: Paragraph headings contained in this Agreement are for
convenience and shall not be considered for any purpose in construing this
Agreement.

d)
Ambiguities: This Agreement shall be deemed to have been drafted by all
the parties hereto, since all parties had the opportunity to review and agree thereto
and no ambiguity shall be resolved against any party by virtue of its participation in
drafting of this Agreement.

e)
Attorneys or Agents Fees: The fees, expenses and commissions of any
attorney, accountant, agent or manager employed, retained or consulted by User
shall be borne solely by User.

f)
Agreement Copies: This Agreement may be manufactured, or executed in as
many copies or counterparts and are all one in the same Agreement and are
executed.

16) Entire Agreement

a) This Agreement cancels and supersedes all prior negotiations and


understandings between VM, and User relating hereto. No officer, employee or
representative of VM has any authority or make any representation or promise not
contained in this Agreement and User expressly represents and warrants that User
has not executed this Agreement in reliance on any such representation or promise.

b) Should any provision of this agreement be invalidated for any reason, such
invalidation shall have no effect on the remainder of the Agreement and the
Agreement shall remain in full force and effect.

17) Commencement of Agreement

This Agreement shall commence upon acceptance of the agreement, and all parties
intend to be bound throughout the Term of the Agreement.

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