Kulture Shock Media, (hereinafter referred to as “KSM”) hereby agrees to provide the ArtistManager.Net Service (referred to hereinafter as “Service” or “The Service”) to users of The Service (hereinafter referred to individually as “Client” or collectively as “Clients”) according to the following Terms & Conditions, which constitute the entire and sole Agreement (hereinafter referred to as “Agreement”) between KSM and Client.

To receive The Service, the Client must be in compliance with the Terms & Conditions of Service described herein and any use of The Service indicates and confirms your approval of and agreement to the Terms and Conditions of the Agreement as outlined below:

The Service

The ArtistManager.Net Website service (the “Service”) is an arts & entertainment-oriented website solution. The Service provides Clients with a website (hereinafter referred to as “Client Website”) and a web interface (hereinafter referred to as “Online Control Center”) according to the Terms and Conditions of the Agreement, allowing Client the ability to upload, edit and maintain their own unique content (hereinafter referred to as “Client Content”) on their Client Website.

Clients initiate The Service by submitting a completed Signup Page to KSM from the ArtistManager.Net Website (hereinafter referred to as “ArtistManager.Net Website”) which is located at http://www.ArtistManager.Net.

The Service is mutually agreed to be initiated when KSM receives payment for the Service ordered and provides the Client a unique Master Login Account for their Online Control Center and a working version of Client Website (excluding Client Content).

Client Website

Client is solely responsible for all Client Content, products and services offered on Client Website including, without limitation:

1. The accuracy and appropriateness of Client Content.
2. Ensuring that Client Content and materials appearing on Client Website do not violate or infringe upon the rights of any third party.
3. Ensuring that all Client Content and materials comply with all local, state, provincial and federal laws and regulations applicable in the United States and Canada.
4. Ensuring that Client Website and all Client use of the Service is in full compliance with KSM’s Acceptable Use Policy outlined herein.
5. Client is solely responsible for the security and confidentiality of any third-party information, including financial information or personal data, that Client requests or receives through Client Website.

Client Content

Client is solely responsible for providing, updating, uploading and maintaining Client Content including 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 text, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, metatags, domain names, social media or other external links, 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 or storage device 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 hereby agrees that Client is solely responsible for undertaking any and all measures necessary to maintain independent archival and backup copies of all Client Content, and that Client shall solely bear the risk of any potential loss or damage to Client Content.

Email

KSM offers no email services, does not support email services, and makes no warranties, promises or commitments to provide email services in any way to any Client.

Clients may choose, at their own risk and discretion to sign up for a Google e-mail account but Client is solely responsible for obtaining, installing, configuring and troubleshooting such third-party software, and email is explicitly hereby excluded from The Service.

Enews Marketing Software

Every Client Website comes with ArtistManager.Net Enews Marketing Software (hereinafter referred to as “Enews”) integrated. Client is solely responsible for all charges incurred using Enews, and is solely responsible for the content they choose to distribute using Enews. Client hereby agrees that Enews is an integrated part of the Service and agrees that any and all use of Enews will comply with the Terms and Conditions of this Agreement.

Bandwidth

If during any month, Client exceeds the monthly Bandwidth limit associated with Client’s Website Edition, KSM will automatically upgrade Client’s Service at the beginning of the following thirty (30) day Term to accommodate that higher level of bandwidth use. KSM reserves the right to change bandwidth limits at any time with thirty (30) days prior notice.

Client Support

Unlimited Client Support is available solely via the Support Ticket system integrated into every Client’s Online Control Center.

Access

The Service is an online software, and as such can only be accessed via a Client-supplied computer equipped with web browser software (e.g. Internet Explorer, Netscape etc.) and connected to the Internet 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 outlined herein.

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, and to issue a replacement password to Client’s authorized representative.

Domains

KSM Domains

After activating the Service, Client Website will be assigned a Service-branded Domain, i.e. http://www.artistmanager.biz/ClientID

Custom Domains

Clients may choose to order a custom Domain name from KSM, in return for the Domain fee listed on the ArtistManager.Net Website.

Domains registered or transferred by KSM at the Client’s request shall remain the property of Client, Client will maintain sole ownership of such domains, and Client has sole responsibility to pay for future registration renewal of such domains as required.

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 Domain fees as necessary to do so.

System & Technical Requirements

Client Website is designed to be viewed with the most popular and current web browsers (such as Internet Explorer, Netscape, Firefox and Safari) that are at least version 5 or higher and Javascript-enabled, on either a Windows or Mac platform.

Client’s Online Control Center 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.

Acceptable Use Policy

1. Every Client is solely responsible for all Client usage of the Service and any charges arising from such usage.

2. Client is also solely responsible for all Client Content displayed, linked, transmitted through or stored on KSM’s computers via the Service.

3. Client hereby agrees to comply with the Acceptable Use Policy outlined herein, and not to engage in any prohibited use of the Service, which includes without limitation use of the Service to:

1. Disseminate or transmit unsolicited messages, chain letters or unsolicited commercial email.
2. Disseminate or transmit any materials deemed illegal under U.S. or Canadian law.
3. 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.
4. Create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication.
5. Export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of Canada or the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions.
6. 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.
7. Disseminate or transmit any virus, Trojan horse, spyware or other malicious, harmful or disabling data, work, code or program.
8. Engage in any other activity deemed by KSM to be in conflict with the spirit or intent of KSM’s Acceptable Use Policy or any Term or Condition of the Agreement.
9. Disseminate or transmit any content or links related to racism, discrimination on any basis, hate groups, pirated software, hackers and/or Spam.

Software Licenses

KSM retains full ownership and holds all copyrights to all software used in providing The Service 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 (hereinafter referred to as “KSM 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 KSM 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 of The Service shall begin on the first calendar date that 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 at midnight Eastern Time of the thirtieth (30th) day.

After the Initial Term, this Agreement shall automatically renew every thirty (30) days (hereinafter referred to as “Renewal Period”) for successive terms of thirty (30) days, unless duly terminated or canceled by either party according to the Terms & Conditions outlined herein. The Initial Term and each and all successive Renewal Period(s) shall be referred to individually and collectively, as the “Term.”

Fees

Fees shall be as specified on the ArtistManager.Net Signup Page (hereinafter referred to as “Signup Page”) on the http://ArtistManager.Net website.

Service Fee

Each Client’s Service fee is determined by the Website Edition selected by Client when they submit the Signup Page to KSM in order to initiate The Service, and which Term was chosen for automatic billing, either 30 days or 360 days.

Service fees are payable for each Term in advance and 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).

Service Fees are payable by the Client on the first day of each Term until canceled by the Client or KSM with thirty (30) days advance notice.

Custom Design Fee

Clients who choose the “Custom Design” option on the Signup Page submitted to KSM by the Client to initiate The Service will be charged the Custom Design fee as outlined on the Custom Design page of the http://www.ArtistManager.Net website.

Optional Services

KSM may offer additional services at its sole discretion for prices to be determined at its sole discretion, including Domain services, custom Design services, custom Programming services and/or for other services requested by Client.

Payment for any all optional services as described herein become due and payable immediately upon completion of the work requested by Client, and will be billed to the credit card kept on account by the Client at that time.

KSM reserves the right to change existing fees or institute new fees and charges upon thirty (30) days notice to Client. KSM also hereby reserves the right to offer, from time to time at its sole discretion, certain promotions with different terms, activation fees and/or service charges which may or may not be available to Client.

Payments

All payments for ArtistManager.Net must be made by credit card.

Payment for all Custom Design and Service Fees are payable in advance at the time Client activates The Service by submitting a completed Signup Page to KSM.

Once Service is initiated, the Service fee is due and payable in advance at the beginning of each Term.

All additional charges incurred at the request of the Client are immediately due and payable on delivery of the service requested by the Client.

If credit card authorization of any payment for The Service 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 update the credit card information on account.

If payment of any balance due is not received within thirty (30) 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 and non-transferrable.

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.

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 and unless KSM receives full and final payment for all completed work.

Upon receipt of full payment for The Service requested by Client, the Client will immediately acquire rights to use all final, approved original artwork and designs for its Client Website. 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 The Service.

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.

Further, KSM reserves the right to revise the Terms and Conditions of this Agreement at any time without notice.

Right of Refusal

KSM reserves the right to refuse in advance to offer the Service to any potential customer requesting the Service for any reason, at its sole discretion, by providing a refund of any monies paid to activate the Service.

Potential Clients hereby acknowledges and agree that KSM has no responsibility whatsoever for claims arising out of its failure or refusal to offer the Service to any potential customer.

KSM also reserves the right, with thirty (30) days notice, to terminate the Service for any Client for any reason including but not limited to any breach of the Terms and Conditions outlined herein, at its sole discretion.

Changes

KSM reserves the right to change Fees or to add or delete product features of any existing product or Service without notice. The right to change products or the Service extends to any software or service provided by KSM, and KSM hereby reserves the right to discontinue products or any Service at its sole discretion.

Cancellation

To cancel the Service, Client must provide notice by email or Support Ticket at least thirty days in advance of the end of the following thirty (30) day Term. In all cases, cancellation will take effect at the end of the Term following the Term in which such notice of cancellation is received from Client.

KSM also reserves the right to terminate The Service, Client login and/or Client Account with thirty (30) days notice if KSM, in its sole discretion, believes Client has violated the Terms & Conditions of this Agreement 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 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 thirty (30) 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, KSM Materials, Fees, Payments, Rights and Use, Rights of KSM, Cancellation, Client Website, Client Content, Access, Master Login Account, Domains, Acceptable Use, 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.

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 for:

a) Equipment malfunction.

b) Periodic maintenance procedures as required.

c) Repairs which KSM must undertake to maintain the Service.

d) Causes beyond the control of KSM or which are not reasonably foreseeable by KSM including without limitation to:

• Force Majeure
• Interruption or failure of telecommunication or digital transmission links
• Equipment failure
• Hostile network attacks
• Network congestion
• Other technical failures
• Client hereby agrees to hold KSM harmless in the event of any such Service interruption.

Testing & Acceptance Procedures

KSM makes every 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 any other Term or Condition of 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 entering into this Agreement by activating the Service, and/or by using the Service, 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 constitutes 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 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 in any way by any means. 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.