The following Terms & Conditions are part of the Service Agreement signed by all ArtistManager.Net Clients.

By entering into an ArtistManager.Net Website contract, Kulture Shock Media, (hereinafter referred to as "KSM") shall provide Client with ArtistManager.Net (hereinafter referred to as the "Service"), subject to the terms and conditions set forth herein below and Client agrees to be bound by the Agreement and the Terms of Use outlined herein and to employ the service in compliance with KSM's current Acceptable Use Policy.

The Service

ArtistManager.Net (the "Service") is a turnkey website solution created specifically for people with talent and their agencies. The Service provides design services and website/email hosting in conjunction with proprietary software designed to provide Client with a customized website (hereinafter referred to as "Client Website") and a web interface (hereinafter referred to as "Online Control Center") giving Client the ability to upload, edit and maintain their own unique content (hereinafter referred to as "Client Content") on the Client Website. The Service is mutually agreed to be initiated when KSM provides the Service to the Client in the form of a Master Login Account and a working version of Client Website (excluding Client Content).

Software Licenses

KSM retains full ownership and holds all copyrights to all ArtistManager.Net software in perpetuity. By virtue of this Agreement, KSM grants to Client a limited, non-exclusive, non-transferable and non-assignable license to use, in connection with Client's use of the Service, certain KSM software (including software from third-party vendors that KSM distributes), its associated documentation, and any updates thereto (hereinafter referred to in the aggregate as "Licensed Programs"). Client hereby agrees to use the Licensed Programs solely in conjunction with the Service and for no other purpose. KSM may modify the Licensed Programs at any time, for any reason, and without providing advance notice of such modifications to Client. All third-party software license agreements are hereby incorporated and made a part of this Agreement.

KSM Materials

In connection with the Service and in addition to the Licensed Programs mentioned above, KSM may choose to provide Client access to certain proprietary and confidential materials with no obligation, including without limitation, data, documentation or information developed by KSM or its suppliers under this Agreement including domain names, electronic email addresses and other network addresses assigned by KSM in its sole discretion to Client, along with other know-how, methodologies, equipment and processes used by KSM to provide the Service to Client. Client hereby agrees that all such materials are confidential and proprietary to KSM and that KSM would be irreparably harmed if such confidential, proprietary materials were revealed to its competitors, and in return for use of the Service, hereby agrees not to reveal these materials to anyone not party to or bound by this Agreement.

Term

The Initial Term shall begin when KSM provides the Service to the Client in the form of a Master Account and a working version of the Client Website (excluding Client Content), and will end on the last day of that calendar month. After the Initial Term, this Agreement shall automatically renew on the first day of every month for successive terms of one calendar month, unless terminated or canceled by either party as provided in this Agreement. The Initial Term and all successive renewal periods shall be referred to herein, collectively, as the "Term."

Fees

Fees shall be as set out in the ArtistManager.Net Order Form on the first page of this Agreement (hereinafter referred to as "Order Form") and are only for work as described in the Order Form. Any additional Service products, levels or work requested will require additional fees to be paid by Client. Design & Setup Fee: Client will be charged an initial Design & Setup fee according to the type of Service and options selected by Client as indicated on the Order Form. Monthly Service Fee: The monthly Service fee is determined by the options selected by Client as indicated on the Order Form. Monthly Service fees will be initiated on the day KSM provides the Service to Client in the form of a Master Login Account and a working version of Client Website (excluding Client Content). For the first partial-month of Service only, Client will be charged a pro-rated monthly Service fee based on the number of days remaining in that calendar month. At the end of that first calendar month of Service, a monthly Service fee will be charged on the first day of each subsequent calendar month until the Service is canceled by Client or KSM.

Optional Services

Fees for any additional optional services, products, levels or work requested by Client become due and payable at the end of the month in which such charges are incurred. Client will be sent a detailed Service invoice at the end of every calendar month. Fees billed to Client are mutually considered legitimate unless disputed by Client in writing, and Client hereby agrees to be responsible for all legitimate fees billed to Client account. KSM reserves the right to change the amount of, or basis for determining any fees or charges, and the right to institute new fees and charges upon thirty (30) days notice to Client. KSM may also offer, from time to time at its sole discretion, certain promotions with different terms, activation fees and monthly charges.

Payments

All payments for ArtistManager.Net must be made by credit card. Payment of the initial Design and Setup fee and any necessary domain fees are required in advance before Service is activated. Once Service is initiated, the monthly Service fee is due and payable in advance at the beginning of each calendar month. All additional charges are due at the end of the calendar month in which incurred. If payment of any balance due is not received within forty-five (45) days, Client's access to the Service may be restricted. If payment has not been received sixty (60) days after such notice, public access to Client Website may be restricted until payment in full has been received. All payments are non-refundable.

Account Information

Client is responsible for providing and maintaining accurate account and billing information with KSM, including legal name, accurate contact and billing information and a valid credit card number for all payments. Credit cards will be charged at the beginning of each new calendar month. If credit card authorization fails, KSM shall retry authorization a second and third time over several days. If the credit card authorization fails a third time, Client will be notified and asked to provide an alternative method of payment.

Rights and Use

KSM maintains full ownership and holds all copyrights to all artwork, prototypes, sketches, files, concepts and graphics created for Client Website until KSM receives full and final payment for all completed work. Client will acquire rights to use all final, approved original artwork and designs for its Client Website upon receipt of full payment (see Payments). KSM maintains the right to publicly show all work done for Client in order to promote its business and to list Client as a client of KSM and ArtistManager.Net.

Rights of KSM

Client agrees that KSM may, in its sole discretion, remove or disable access to all or any portion of the Service or Client Website or Client Content stored on KSM's computers at any time in order to deliver the Service more effectively, including but not limited to the purposes of undertaking website maintenance, software upgrades, or in response to violations of this agreement including KSM's Acceptable Use Policy.

Right of Refusal

KSM reserves the right to refuse to offer the Service to any potential customer requesting the Service for any reason, at its sole discretion. Potential Clients acknowledges and agree that KSM has no responsibility whatsoever for claims arising out of its failure or refusal to offer the Service to any particular potential customer. In this regard, a request for Service is only deemed accepted by KSM once it has countersigned this Agreement and returned an executed copy to the Client.

Changes

KSM has the right to change prices or to add or delete product features of any existing product or Service, subject to thirty (30) days notice to Client. The right to change products or the Service extends to any software and KSM has the right to discontinue products or Service at its sole discretion with notice to Client.

Cancellation

To cancel the Service, Client must provide written notice at least thirty days in advance. In all cases, Cancellation will take effect at the end of the calendar month following the month in which written notice of cancellation is received from Client. KSM also reserves the right to terminate this Agreement, Client password, account or Service with proper notice if KSM, in its sole discretion, believes Client has violated this Agreement, violated KSM's Acceptable Use Policy or if Client fails to honor its obligations under this Agreement. In this event, KSM would send a Notice of Cancellation of Service to Client by email and U.S. Mail thirty (30) days in advance. Following final cancellation of Service by Client or KSM, after notice as provided above, KSM will allow Client an additional grace period of three business days to allow Client to copy Client's information from Client Website.

It is hereby agreed that the following named Sections of this Agreement will survive termination of this Agreement for any reason: Software Licenses, Fees, Payments, Rights and Use, Rights of KSM, Cancellation, Client Website, Client Content, Access, Master Account & Password, Unauthorized Media Use and Program Licenses, Acceptance of Terms, Entire Agreement, Miscellaneous, Assignability & Enforceability, Indemnification, Jurisdiction, Forum Selection and Choice of Law, Disclaimers & Warranties, Warranty of Originality.

Client Website

Client is solely responsible for all Client Content, products and services offered on Client Website including, without limitation: i) the accuracy and appropriateness of Client Content; ii) ensuring that Client Content and materials appearing on Client Website do not violate or infringe upon the rights of any person; iii) ensuring that all Client Content and materials comply with all local, state and federal laws and regulations; and iv) ensuring that Client Website and all Client use of the Service is in full compliance with KSM's Acceptable Use Policy. Client is solely responsible for the security and confidentiality of any third-party information including credit card numbers or personal data that Client may receive through Client Website.

Client Content

Client is solely responsible for providing, updating, uploading and maintaining Client Content and Client Website, and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through Client Website, including without limitation trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, metatags, domain names, software and text, all herein referred to as Client Content. Client Content also includes any registered domain names provided by Client or registered on behalf of Client in connection with the Service. Client acknowledges and agrees that neither KSM's computers, KSM nor the Service are an archive and that KSM shall have no liability to Client or any other person for loss, damage or destruction of any Client Content or data. Client is solely responsible for undertaking measures to maintain independent archival and backup copies of all Client Content and shall solely bear the risk of any potential loss or damage to Client Content.

Client Email

KSM may provide Client with custom e-mail accounts as part of the Service. Client is responsible for obtaining, installing or configuring software in order to use email accounts, or may use KSM's web-based email software to view and send messages. To reduce unsolicited email ("Spam") to Client email accounts, KSM uses Spam-filtering software on its servers. This may result in the rejection or deletion of legitimate email. While KSM cannot be held responsible for undelivered email, KSM will, at its discretion, attempt to remove blocks on legitimate email, domains or IP numbers if Client is able to supply KSM with full and detailed "Header" information about the blocked email. Each email account will be allotted a maximum of 10 megabytes of storage, which includes email attachments. Email accounts exceeding allotted storage space may be suspended and transferred to a compressed temporary file or storage. KSM may delete the temporary file from the server 60 days after notifying you. Upon cancellation of Service as provided in this Agreement, email service will also be terminated along with the Service thirty days later and any remaining email files or attachments stored on KSM servers will be deleted.

Bandwidth

This Agreement specifies the amount of data Client Website can transmit each month (hereinafter referred to as "Bandwidth"). If during any month, Client exceeds the monthly Bandwidth limit associated with Client's level of Service, KSM will upgrade Client's Service at the beginning of the next month to accommodate a higher level of bandwidth use. KSM reserves the right to change bandwidth limits at any time with thirty (30) days prior notice.

Client Support

KSM Support is available by Support Tickets built into the Online Control Center, by telephone at 212-348-8756, or by email to support@kultureshock.com.

Access

The Service is an online software, and as such is only accessible via a Client-supplied computer web browser (e.g. Microsoft's Internet Explorer) equipped with Internet access through a Client-supplied telephone, cable, satellite or wireless service, all of which shall be the sole responsibility of the Client to arrange and pay for. Further, regardless of the status of those separate arrangements for Internet access, Client hereby acknowledges responsibility to continue to pay for all charges for the Service as contracted.

Master Login Account

Upon activation of the Service, KSM will provide Client with a Master Login Account, including username and password and other private account information. In addition, KSM reserves the right to direct Client to use certain web addresses to access the Service. All Master Login Account information including usernames, passwords and email addresses issued in this regard remain the property of KSM and may be altered or replaced at any time by KSM with notice to Client. Client hereby agrees to keep all Service-related Master Login Account information confidential in order to ensure that unauthorized users do not gain access to Client's Service or private information. Client is also responsible for ensuring that those persons Client delegates will be the only authorized users of Client's Service, and for ensuring that those so designated will comply with this Agreement. Client shall notify KSM immediately upon discovering any unauthorized use of or access to Client's account, whereupon KSM's sole responsibility shall be to suspend access to the Service by use of such password by the end of the next business day, and to issue a replacement password to Client's authorized representative.

Domains

Domain names that are registered or transferred by KSM on Client's behalf remain the property of Client, Client maintains sole ownership of such domains, and Client has sole responsibility to pay for registration renewal of such domains as necessary. In the event of Cancellation of the Service, Client is responsible for transferring their domain(s) to another host within thirty (30) days and to pay any related fees as necessary to do so.

Acceptable Use Policy

The Acceptable Use Policy for ArtistManager.Net is an integral part of this Service Agreement, and the Client is solely responsible for all Client usage of the Service and any charges arising from such usage. Therefore, Client hereby agrees not to engage in any unacceptable use of the Service, which includes without limitation, use of the Service to:

• Disseminate or transmit unsolicited messages, chain letters or unsolicited commercial email.
• Disseminate or transmit any materials deemed illegal under U.S. law.
• Disseminate or transmit files, graphics, software or other materials, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person.
• Create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication.
• Export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions.
• Interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which Client does not have authorization to access or at a level exceeding Client's authorization.
• Disseminate or transmit any virus, Trojan horse, spyware or other malicious, harmful or disabling data, work, code or program.
• Disseminate or transmit any content or links related to racism, discrimination on any basis, hate groups, pirated software, hackers and/or Spam.
• Engage in any other activity deemed by KSM to be in conflict with the spirit or intent of the Service, KSM policy or this Agreement.

System & Technical Requirements

Client Website is designed to be viewed with the most popular and current web browsers (such as MS Internet Explorer, AOL, Netscape, Firefox and Safari) that are at least version 5 or higher and Javascript-enabled, on either a Windows or Mac platform. The Online Control Center ("Control Center"), a web-based administrative interface for Client Website, also requires a browser configured to accept cookies. Some Client Website and Control Center assets, such as MP3 music files and Acrobat (PDF) files, may require third-party software or browser plug-ins to be accessible. It is Client's responsibility to download, update or install all third-party software, browsers or plug-ins as necessary to access such Client Content.

Availability of Service

Subject to the terms and conditions of this Agreement, KSM shall attempt to provide the Service twenty-four (24) hours a day, seven (7) days a week throughout the Term of this Agreement. However, Client hereby acknowledges and agrees that the Service may be inaccessible or inoperable from time to time for any reason, including without limitation: equipment malfunctions; periodic maintenance procedures or repairs which KSM must undertake to maintain the Service; causes beyond the control of KSM or which are not reasonably foreseeable by KSM, including without limitation force majeure, interruption or failure of telecommunication or digital transmission links, equipment failure, hostile network attacks, network congestion or other technical failures. Given that KSM does not have ultimate control over availability of Service on a continuous or uninterrupted basis, Client hereby agrees to hold KSM harmless in the event of any such Service interruptions.

Testing & Acceptance Procedures

KSM will make a good faith effort to thoroughly test all deliverables for the Service according to the specified technical standards of the Service and to make any necessary corrections as a result of such testing prior to handing over deliverables to the Client. Upon receipt of notice of any problem with the Service, KSM hereby agrees to utilize its best efforts to correct the problem within a reasonable period of time.

Unauthorized Media Use and Program Licenses

Client is solely responsible for payment of any special licensing or royalty fees resulting from the use of client-supplied graphics, photos, sound clips, artwork or any other Client Content on Client Website that requires such payments. Client hereby indemnifies and agrees to defend and hold harmless KSM against all claims and expenses arising from uses for which the Client does not have rights or permissions.

Monitoring The Service

KSM has no obligation to monitor the Service or Client Website, but may do so and may disclose information regarding use of the Service if required to do so by any duly constituted governmental authority. KSM may also immediately remove Client Content from KSM's servers which in whole or in part infringes on copyright protections or property rights or KSM's Acceptable Use Policy or this Agreement.

Acceptance of Terms

By signing below, Client hereby agrees to be bound by all of the terms of this agreement and all terms and conditions incorporated by reference in this Agreement, including KSM's Acceptable Use Policy. Client also hereby agrees that use of the Service constitutes acceptance of this Agreement.

Entire Agreement

By signing this Agreement, Client hereby declares that Client fully understands the terms and conditions contained herein, is legally authorized to enter into this Agreement, and that this Agreement, the Order Form and the Acceptable Use Policy constitute the complete and exclusive statement of all mutual understandings between the undersigned parties with respect to the subject matter thereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.

Miscellaneous

This Agreement, the Order Form, the Acceptable Use Policy and policies posted on ArtistManager.Net constitute the entire agreement between Client and KSM with respect to Client's use of the Service, Client's obligations to KSM and KSM's obligations to Client. KSM may revise, amend or modify this Agreement at any time and in any manner with thirty (30) days notice to Client. This Agreement may not be amended or modified by Client except by means of a written document mutually agreed to and signed by both Client and an authorized representative of KSM. Paragraph headings are intended for convenience of reference only and shall be of no effect in connection with the construction or interpretation of this Agreement.

Assignability & Enforceability

Client may not assign rights or delegate any duties under this Agreement without the prior written consent of KSM, and any attempted assignment or delegation without such consent shall be void. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. KSM may, but need not, amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of KSM as reflected in the original provision. Nothing in this Agreement or in the understanding of the parties shall be construed as placing upon the parties the status of agency, partnership, or other form of joint enterprise between the parties. KSM may subcontract any work, obligation or other performance required of KSM under this Agreement without need for Client consent.

Indemnification

Client shall indemnify, defend and hold KSM harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney's fees and expenses brought against KSM for any Client breach or alleged breach of any term or condition of this Agreement, any Client breach of the Acceptable Use Policy or for any act or omission of Client related to the Service. Jurisdiction, Forum Selection and Choice of Law This Agreement is governed by the laws of the State of New York without regard to conflict of law provisions. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by the laws and duly constituted law courts of New York state. By entering into this Agreement, Client irrevocably consents to the jurisdiction and venue of the State and Federal Courts of the City, State and County of New York with respect to any disputes arising hereunder.

Disclaimers & Warranties

The Service is provided on an "As Is" and "As Available" basis. KSM does not warrant that the Service will be uninterrupted, error-free or free of viruses or other harmful components. KSM makes no express warranties and Client expressly waives all implied warranties including, but not limited to, warranties of title, non-infringement, merchantability and fitness for a particular purpose regarding any merchandise, information or service provided through KSM or the Internet generally. No advice or information given by KSM or its representatives shall create a warranty. KSM and its employees are not liable for any costs or damages arising directly or indirectly from Client's use of the Service or the Internet, including any indirect, incidental, exemplary, multiple, special, punitive or consequential damages.

In any event, Client hereby agrees that, under no circumstances shall KSM's potential liability for any and all claims relating to the use of the Service exceed the total amount of Service fees paid by the Claimant in the thirty (30) days prior to submission of such a claim. Client acknowledges and agrees that KSM shall not be liable for consequential damages under any legal theory.

KSM shall have no liability whatsoever for any claims, losses, actions, damages, suits or proceedings resulting from: other users accessing Client's computer; security breaches; eavesdropping; denial of service attacks; interception of traffic sent or received using the Service; Client's reliance on or use of the Service or the mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, transmissions, or any failure of performance of the Service; the use of the Service by Client or a third party that infringes the copyright, patent, trademark, trade secret, confidentiality, privacy, or other industrial or intellectual property rights, proprietary rights or contractual rights of any third party; the accuracy, completeness, and usefulness of the Service, all Service products and other information, and the quality and merchantability of all merchandise provided through the Service or the Internet. Client hereby acknowledges and agrees that the foregoing limitation applies to the acts, omissions, negligence and gross negligence of KSM, its officers, employees, agents, contractors and representatives which, but for this provision, would give rise to the cause of action against KSM in contract, tort, or any other legal doctrine. Client hereby agrees that Client's sole and exclusive remedies under this Agreement are as expressly set out in this Agreement.

Warranty of Originality

KSM represents that, to the best of its knowledge, the design work created for Client Website is original and not previously published and that KSM has full authority to make this Agreement. This does not extend to any uses that the Client or others may make of KSM's product which may infringe on the rights of others. Client expressly agrees that it will defend and hold KSM harmless for all liability caused by the Client's use of KSM's product to the extent such use infringes on the rights of others.