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.