HERE! TUNES SUBMISSION AGREEMENT

We would like to hear your original music. If we like what we hear, we may offer to you the opportunity to use your music in one or several of our various entertainment projects. To be eligible for our consideration of your music, please read this Agreement carefully and, where indicated below, provide us with your contact information, the title of the work(s) that you are submitting, the format of the digital file(s) that you are attaching, and the attachment of digital cop(ies) of your musical recording(s), written lyric(s), music video(s), and/or video(s) of your live performances.

By clicking on the “I AGREE” button, you will become a party to, and will be bound by this Agreement. If you do not agree with any of the terms and conditions of this Agreement, click on the “NO THANKS” button. We may modify this Agreement from time to time as further described below. The “Effective Date” of this Agreement is the date on which you click on the “I AGREE” button.

This Agreement describes the legal relationship between [ENTER NAME] (herein referred to as “you” and “your”) at [ENTER ADDRESS, EMAIL, PHONE,] and PS Here, L.L.C., d/b/a Here! Tunes, a limited liability company with offices at 10990 Wilshire Boulevard, Penthouse, Los Angeles, CA 90024 (herein collectively with our licensees and assignees referred to as “we” and “us”). Accordingly, you and we agree as follows:

1. Submission and Review. You are submitting to us no more than a total of three (3) digital cop(ies) of the following original audiovisual works, written compositions and/or master recordings embodying your featured performances for our consideration (herein such materials are referred to collectively as the “Masters”):

At our election, we shall review and evaluate each such Master for our potential usage in connection with our various entertainment and multimedia projects. In the event we are interested in using any of the Masters submitted to us hereunder, we shall offer to you the option to enter into a separate written agreement between you and us that shall set forth in detail the terms and conditions of our prospective use of such Masters. You acknowledge that we will not return to you any copies of the Masters submitted to us hereunder and you further agree that you have retained at least one copy of each of the Masters and, therefore, release us from any and all liability for loss or other damage to any and all of the copies of Masters submitted to us hereunder.

2. No Obligation to Review and/or Exploit Masters. You acknowledge and agree that we shall have no obligation to review or evaluate the Masters, nor shall we be under any obligation to you whatsoever with respect to our prospective use of the Masters, except as may later be set forth in a separate written agreement between you and us. For the avoidance of doubt, you shall retain all the rights to submit the Masters to a third party of your choice at any time, unless and until you and we enter into such separate written agreement for use of the Masters.

3. No Compensation. You acknowledge and agree that with respect to your submitting to us the Masters for our review, we have no intent to compensate you in any way and that you have no expectation of any compensation.

4. Similar or Identical Material. You acknowledge that we have and will be receiving a large amount of submitted material. You further acknowledge that we have had, and will have access to and/or may independently create, or may have created, materials that are similar and/or identical to the Masters submitted to us hereunder in whole or in part. Accordingly, you hereby expressly agree that you shall not be entitled to any compensation by reason of any use by us of such similar or identical materials and you further agree to waive and release us from any and all claims, liabilities, damages, costs and expenses that you may allege against us and our successors, assigns, agents, managers, affiliates and licensees by reason of us having access to the Masters and such similar or identical materials.

5. Warranties and Representations. You hereby represent and warrant that: (i) you are the sole author of the Masters and/or you are the present and sole owner of the right, title and interest in and to the Masters and you have the full and exclusive right and authorization to submit the Masters to us; (ii) you are under no disability, restriction, prohibition, whether contractual or otherwise, with respect to your right to enter into and fully perform this Agreement, and, accordingly, without limiting the generality of the foregoing, you are a least 18 years of age; (ii) all material contained in the Masters is original and does not infringe upon the rights of any third parties.

6. Indemnification. You agree to indemnify and hold us and our successors, assigns, agents, managers, affiliates and licensees harmless against any claim, liability, cost and expense (including reasonable attorneys’ fees and legal costs) in connection with any claim that is inconsistent with any agreement, covenant, representation or warranty made by you hereunder. We shall provide you with notice of any such claim to which the foregoing indemnity applies, and you shall have the right, at your sole expense, to appoint appropriate lawyers to participate in the defense thereof, provided, that at all times our counsel shall administer our defense.

7. Right to Assign. We shall have the right, at our election, to assign any of our rights or obligations hereunder, in whole or in part, to any successors, assigns, parents, affiliates, subsidiaries or other related entities and, to the extent of such assignment, we shall thereafter be relieved of our obligations hereunder.

8. Notices. Unless otherwise provided herein, all notices to be given by either party hereunder shall be in writing and shall be delivered by hand or by United States certified mail, postage prepaid, return receipt requested, to the address of each party as first set forth above until notice of a new address shall be duly given, except that notices to be given to us shall include a copy to Milton E. Olin, Jr., Esq., Altschul & Olin, LLP, 16133 Ventura Blvd., Suite 1270, Encino, CA 91436.

9. Legal Counsel. You acknowledge that you have read and understand this Agreement and that you have had sufficient time and reasonable opportunity to consult with independent legal counsel prior to the execution of this Agreement or that you have waived your option to seek such legal consultation and that this Agreement is executed voluntarily and without duress or any undue influence on the part of any other person, firm or entity.

10. Modification. We reserve the right, in our sole discretion, to change, modify, add or remove all or part of this Agreement. Notice of any amendments and/or modifications shall be sent to you by email prior to their effective date. In the event that you do not consent to any such amendments and/or modifications, the Masters will no longer be eligible for our review.

11. Miscellaneous. Nothing herein contained shall constitute a partnership or a joint venture between you and us and neither party shall hold itself out contrary to the terms of this paragraph. This Agreement embodies the entire understanding of the parties with respect to the subject matter hereof and shall be governed by and interpreted in accordance with the laws of the State of California applicable to agreements entered into and wholly performed in said State without regard to any conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration before a single arbitrator, to be conducted in accordance with the rules of the American Arbitration Association as in effect at the time the arbitration is initiated. The arbitrator shall have authority to grant injunctions or other relief in such proceeding. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The arbitrator shall have the authority to award attorneys’ fees and costs to the prevailing party in connection with any concluded arbitration proceeding initiated pursuant to this Agreement. All arbitration proceedings shall occur in Los Angeles, California.