Master Rights Contract

Designation and Authorization to Collect Royalties

Escape Media Group, Inc. ("EMG") provides users ("Users") of its various web properties, including, but not limited to, grooveshark.com, twisten.fm, and tinysong.com, and their associated subdomains including but not limited to widgets.grooveshark.com, artists.grooveshark.com, and listen.grooveshark.com, (the "Site") with a free platform for the discovery and promotion of music, the sharing of information and comments about music, communication with other Users, the posting, syndication of, linking to or uploading of User Content (defined below), social networking and other features, functions, or services on the Site (collectively, the "Service"). The Service will include the cataloging, indexing, sharing and streaming of User Content.

Please read these contract terms carefully. This Agreement (the "Agreement") sets out the legally binding terms between you and/or your company ("You") and EMG. EMG may change, add or remove portions of this Agreement at any time, but if it does so, it will post such changes at http://artists.grooveshark.com/artistsagreement, or send them to You via e-mail. By clicking the "I Accept" checkbox on the Grooveshark artist sign up page located at http://artists.grooveshark.com/signup You are confirming that You accept all the terms in this Agreement. Should EMG choose to change, add and/or remove portions of this Agreement, Your continued use of any or all parts of the Service after such changes have been posted to http://artists.grooveshark.com/artistsagreement and have been publicaly vewable for 10 days, will constitute your concent and agreement to any alterations, additions, or deletions to this Agreement. If You do not agree to all of the terms in this Agreement, do not click the "I Accept" checkbox on the Grooveshark Artists sign up page.

NOW, THEREFORE, and in consideration of the mutual promises contained in this Agreement, the parties hereby agree as follows:

1. Definitions

   1. 1.1 "Customer" means any individuals or end users that access or make use of the Service.
   2. 1.2 "Download" means a permanent digital copy of a Recording or Track.
   3. 1.3 "Effective Date" means to date that You accepted this agreement by checking the "I Accept" checkbox on the Grooveshark artist sign up page located at http://artists.grooveshark.com/signup.
   4. 1.4 "Eligible EMG Services" means all EMG products, websites, applications, and/or properties, which have Streamed at least one Track owned or licensed by You.
   5. 1.5 "Label Content" consists of all copyrighted sound and video recordings, including sound and video recordings created, acquired or licensed by You during the Term of this Agreement that are owned, licensed or controlled by You (the "Recordings"), as well as all related content, metadata, artist name, Track name, album name, album art, cover art, other artwork, liner notes, artist photographs, artist bios and descriptive, editorial and other textual materials (collectively, the "Materials"). Label Content shall include all related labels, affiliate labels and "sub-labels" controlled by or providing content to You.
   6. 1.6 "Sample" means a clip, extract, preview or sample from a Recording that is not more than thirty (30) seconds in duration and used for preview, sampling, or evaluation purposes, which Customers may Stream on-demand and free of charge without any royalty payment to You.
   7. 1.7 "Stream" means the digital transmission of a Recording, Track or Sample that does not produce a fixed file embodying such Recording, Track or Sample.
   8. 1.8 "Territory" means the universe, unless otherwise provided.
   9. 1.9 "Track" means each separate, individual Recording in the Label Content as electronically and digitally coded and indicated as a separate selection on the package and/or the liner notes thereof.
   10. 1.10 "User Content" means words, information, content, messages, text, files, images, photos, videos, music, sounds, profiles, works of authorship or any other materials Users post, upload, link to, publish, display or make available on the Site or through the Service and any such content that Users provide or make available to other Users.

2. Grant of License

   1. 2.1 You hereby grant to EMG, during the Term of this Agreement, subject to the limitations set forth below, a nonexclusive license in the Territory, with the right to sublicense such rights to its Customers:
      1. to facilitate the reproduction, public performance and Downloads of the Recordings between Customers using the Service and to sublicense to Customers the right to reproduce, publicly perform and distribute the Recordings to other Customers through the Service;
      2. to publicly perform and fully Stream Label Content on demand through the Service, and to the extent necessary, to create the Samples from the Recordings, and make such Samples accessible for Streaming by Customers and royalty free to EMG (which shall include the right to make copies in multiple bit rates and formats, backup copies, and any incidental, ephemeral, buffer and iDPD copies that may be required);
      3. to facilitate the reproduction, public performance and Downloads of the Materials between Customers on the Service and to sublicense to Customers the right to reproduce, display, distribute, deliver and exhibit the Materials to other Customers through the Service; and
      4. to use the Label Content and grant Customers the right to use the Label Content accessed and downloaded via the Service.
      In granting the foregoing license, You understand and agree that the Label Content shared, downloaded, performed, copied and exchanged by Customers via the Service is sourced and made available to Customers solely by other Customers of the Service, and that EMG makes no representations or warranties regarding, and is not responsible for or aware of, the origin or legality of Customers' Label Content. Nothing in this Agreement shall require EMG to exercise, in whole or in part, the rights and licenses granted to it by Company hereunder.
   2. 2.2 The License granted in Section 2.1 above is limited to the use of the Label Content solely in the manner set forth in this Agreement, and does not grant to EMG or any Customer any copyright ownership in Recordings or in any musical composition. As between the parties, You specifically reserve any and all other rights in connection with the Label Content.
   3. 2.3 If at any time during the Term You reasonably believe that You do not have, or no longer have the rights necessary to authorize EMG to make available certain Recordings, Tracks or Label Content, or underlying compositions, that were previously part of the Label Content, or any Materials, then You shall have the right to withdraw, upon written notice to EMG, authorization for any use of such Label Content on the Service. Following such notice, EMG shall use commercially reasonable efforts to cease to make available such Label Content on the Service as directed within ten (10) business days after EMG's receipt of such notice of withdrawal.

3. Promotion and Press

   Neither party shall issue any press release or make any other public statement regarding this Agreement or the transactions contemplated herein without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. The parties agree to respond to any press release approval request within seven (7) days.

4. License Fees

   1. 4.1 In consideration of the authorizations and rights granted to EMG hereunder, EMG shall pay to You, on or before the thirtieth (30th) day following the end of each calendar quarter during the Term, license fees in an amount calculated in accordance with Exhibit A (the "Fees"). In the event that EMG remits payments with respect to Label Content owned by artists, related labels, affiliate labels or "sub-labels," You assume all responsibility for forwarding any such payments to the appropriate related artists, labels, affiliate labels or sub-labels.
   2. 4.2 Notwithstanding the foregoing sentence, if the total amount due to You for any given calendar month is less than One Hundred Fifty Dollars ($150), EMG shall not pay You the amounts owed for that calendar month, and shall instead carry the balance owed to You over to the next calendar month.

5. Mechanical and Other Payments

   1. 5.1 As between the parties, (i) You shall bear all responsibility for securing, administering and paying, on a timely basis, all publishing rights and royalties (including without limitation, mechanical royalties and synchronization fees, owed to publishers or other applicable entities that own or control the copyrights to musical compositions), (ii) You shall bear all responsibility for paying all record royalties and license fees due to any artists, producers or other third-parties and all union, guild or other third party fees that may be required by contract or the Copyright Act by virtue of the use, copying and distribution of the Label Content via the Service pursuant to this Agreement, (iii) You shall bear all responsibility for paying all publishing rights due to any songwriters, composers, authors, publishers or third-parties that may be required by contract or the Copyright Act by virtue of the use, copying and distribution of the Label Content via the Service pursuant to this Agreement, unless You are a member of the American Society of Composers, Authors and Publishers (ASCAP), Broadcast Music, Inc. (BMI) or SESAC and (iv) EMG shall bear sole responsibility for securing, administering and paying, on a timely basis, all public performance royalties solely for EMG's Streaming of the underlying musical compositions in the Recordings, Samples or Tracks. Furthermore, EMG may set off from sums due to You any tax withholdings and similar payments required by any governmental or local authority due to any distribution of the Label Content via the Service. In such events, EMG shall provide You with a detailed accounting showing such payments made by EMG each quarter with the applicable fees for such quarter.
   2. 5.2 You may elect to participate in the download royalty payout program (the "Download Program") through the Grooveshark Artist Platform contained on EMG's website. The Download Program provides a link on the Your Artist webpage whereby Customers can Download a Recording for a small transaction fee, a portion of which is paid out to Company as set forth on Exhibit A. In the event that You elect not to participate in the Download Program, then Customers shall not be able to Download a Recording and You shall not be entitled to receive the download fee set forth on Exhibit A.

6. Term

   1. 6.1 The term of this Agreement (the "Term") shall commence on the Effective Date and shall expire one (1) year from the Effective Date. The term shall renew automatically for consecutive one (1) year periods unless either party gives written notice to the other party of its election not to renew at least sixty (60) days prior to the end of the then-current term.
   2. 6.2 Either party may terminate this Agreement immediately, if, at any time, (i) the other party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency, (ii) such other party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within sixty (60) days after the filing thereof, or (iii) such other party makes an assignment of substantially all of its assets for the benefit of creditors.
   3. 6.3 If either party fails to perform any of the material terms or conditions required of it by this Agreement, the non-breaching party may give the breaching party written notice of such material breach or default. Such notice shall describe the nature of the breach. If the breaching party does not cure said breach within sixty (60) days following receipt of any such notice, the non-breaching party may terminate the Agreement immediately upon further written notice to the breaching party.
   4. 6.4 Sections 1, 6.4, 8, 9, 10, 11, and 12 shall survive expiration or termination of this Agreement.

7. Trademarks and Logos

   EMG may use Your trademarks and logos to promote the Service; provided however, that EMG shall cooperate with You and take all necessary steps to protect Your trademarks, service marks, logos and other intellectual property. EMG agrees that EMG's use of any logos, trademarks or other marks of You in accordance herewith will not create any right, title or interest in or to any such intellectual property and that all such use and goodwill associated therewith will inure solely to the benefit of You. Notwithstanding this paragraph, You hereby grants to EMG and its Customers during the Term the right to display Your name and logo (i) in connection with the display of any Materials or in relation to the Recordings, Tracks or Label Content (ii) on any EMG controlled websites, and (iii) to identify You to promote the Service or Customer's business. Notwithstanding the foregoing, EMG shall have the limited right, but not the obligation, to disclose and promote EMG's relationship with You and to include Your name and logo in EMG's advertising, publicity and promotion materials.

8. Notices

   1. 8.1 All communications to EMG shall be in writing (a "Notice") and deemed received (i) when delivered in person; (ii) upon confirmed delivery by a recognized and reputable overnight delivery service; or (iii) five (5) days after being deposited in U.S. mails, postage prepaid, certified or registered mail, addressed to Escape Media Group, Inc. at the following address:

      Escape Media Group, Inc.
      c/o Samuel Tarantino III
      201 SE 2nd St.
      Suite 209
      Gainesville, Fl 32601
      Main: 352.283.8012
      Fax: 727.231.8312

   2. 8.2 EMG may communicate with You in any manner EMG sees fit, including by posting a communication on a Web site available to You. You shall be required to provide EMG with contact information upon sign up to the Grooveshark Artist Platform and to update such information within thirty (30) days of any changes thereto.

9. Representations and Warranties

   1. 9.1 EMG hereby represents and warrants that:
   1. EMG has the right and power to enter into this Agreement and fully perform its obligations under this Agreement; and
   2. EMG has obtained or will obtain at its sole cost and expense all necessary public performance licenses required from any performance rights organization for the Streaming of the underlying musical composition(s) embodied in the Label Content.
   2. 9.2 You represent and warrant to EMG that:
      1. You have the right and power to enter into this Agreement and fully perform its obligations under this Agreement;
      2. You shall be responsible for the payment of all mechanical royalties required by any composer, publisher or owner of the underlying musical composition(s) embodied in the Label Content, all license fees, and record royalties to artists and all union, guild or other third-party fees that may be required by contract or the Copyright Act that may be due by virtue of the exploitation of the Label Content through the Service as authorized hereunder;
      3. You have, and will have during the Term, all right, title, and interest in the Label Content, including, without limitation, copyrights, trademarks, trade secrets, patent rights and all other intellectual property rights, necessary to grant EMG each and all of the licenses and other rights granted under this Agreement;
      4. No Label Content contains material that is libelous, in violation of any right of privacy or publicity, or harmful so as to subject EMG to liability to any third party or otherwise contrary to law;
      5. You shall provide to EMG true, accurate and timely information concerning Your entitlement to royalties, including, without limitation, complete information regarding the name and address to which Your payments should be sent;
      6. You represent and warrant that You have the full authority to act on Your behalf and/or on the behalf of the company You may be registering as, and on behalf of any and all owners of any right, title and interest in and to any Label Content You post, submit, transfer, make available, or link to; and
      7. You represent and warrant that You are either more than eighteen (18) years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement and have obtained all necessary third-party consents, approvals, authorizations, licenses and permissions necessary to enter into and fully perform Your obligations herein.

10. Indemnities and Limitations of Liability

    1. 10.1 EMG will defend, indemnify and hold harmless You, and each of Your parents, subsidiaries, and affiliates and each of their respective officers, directors, agents and employees, from and against any and all third party claims, actions, damages, liabilities, losses, costs and expenses (including reasonable legal expenses and counsel fees) arising out of or in connection with:
       1. EMG's use of any Label Content other than in accordance with the grant of rights in this Agreement; and/or
       2. any breach or alleged breach by EMG of any representation, warranty or agreement made by EMG herein.
       You shall promptly notify EMG of any action commenced on such a claim. EMG's indemnification obligation shall be further subject to EMG's right at all times in EMG's sole discretion to retain or resume control of the conduct of all or any portion of the defense of the claim concerned through the legal counsel of its choice. EMG shall not enter into any settlement of any liability or claim that requires an admission of guilt or criminal wrongdoing without Your consent.
    2. 10.2 You will defend, indemnify and hold harmless EMG, and each of its parents, subsidiaries, affiliates and Customers and each of their respective officers, directors, agents and employees, from and against any and all third party claims, actions, damages, liabilities, losses, costs and expenses (including reasonable legal expenses and counsel fees) arising out of or in connection with:
       1. Your breach or alleged breach of any representation, warranty or agreement made by You herein; and/or
       2. any failure of You to have the rights granted to EMG pursuant to this Agreement.
       EMG shall promptly notify You of any action commenced on such a claim. Your indemnification obligation shall be further subject to Your right at all times in Your sole discretion to retain or resume control of the conduct of all or any portion of the defense of the claim concerned through the legal counsel of its choice. You shall not enter into any settlement of any liability or claim that requires an admission of guilt or criminal wrongdoing without EMG's consent.
    3. 10.3 EXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY (A) BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY OR (B) BE LIABLE FOR DIRECT DAMAGES TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE TOTAL AMOUNT OF FEES DUE AND PAID TO YOU DURING THE PRIOR TWELVE (12) MONTH PERIOD.
    4. 10.4 NO WARRANTY OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE OR ANY ELEMENTS THEREOF IS GIVEN TO, OR SHOULD BE ASSUMED BY, YOU, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

11. Customer Data

    As between the parties, EMG shall own and retain all right, title and interest in all names, addresses, and other personally identifiable information collected by it from Customers, and shall have no obligation to share such personal information with You or any of Your third-party partners.

12. General

    1. 12.1 This Agreement shall be governed by, and construed in accordance with, the laws of the United States and the State of New York (without giving effect to conflicts of law principles thereof). Any litigation arising out of or relating to this Agreement will be brought in the federal and state courts located in New York County, New York, and the parties hereby consent to the personal jurisdiction and venue therein.
    2. 12.2 The remedies provided herein shall be cumulative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other remedies against the other party hereto. Any failure to exercise or delay in exercising any right, power or privilege granted under this Agreement shall not operate as a waiver of such right, power or privilege. No single or partial exercise of any right, power or privilege granted under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
    3. 12.3 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provisions shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
    4. 12.4 This Agreement may be modified or amended only by a writing signed by You and EMG.
    5. 12.5 This Agreement expresses the entire understanding of the parties and supersedes all prior and contemporaneous agreements and undertakings of the parties with respect to the subject matter hereof.
    6. 12.6 Each party will pay all of its own expenses, including attorneys' fees incurred in connection with the negotiation of this Agreement, and the performance of its obligations hereunder.
    7. 12.7 In the event that any action, suit or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the losing party shall pay to the prevailing party all of such party's reasonable costs and attorneys' fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.
    8. 12.8 Except as otherwise expressly provided herein, this Agreement and the rights and obligations hereunder shall not be assignable or transferable by either party without the prior written consent of the other party; provided, however, that either party hereto may assign its rights to any parent or subsidiary, or to any entity that merges with or acquires substantially all of the stock or assets of such party and assumes all obligations and rights of such party under this Agreement.
    9. 12.9 This Agreement shall not be construed to create a partnership, joint venture, agency or other legal relationship between the parties, or to form any other legal entity.
    10. 12.10 This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    11. 12.11 The titles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
    12. 12.12 All rights and licenses granted under or pursuant to this Agreement by You to EMG are, and shall otherwise be deemed to be, for the purposes of Section 365(n) of the United States Bankruptcy Code (the "Code"), licenses to rights to "intellectual property" as defined under the Code. The parties agree that EMG, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Company under the Code, EMG shall be entitled to retain all of its rights under this Agreement.
    13. 12.13 In the event any provision of the Agreement is held by a court of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.
    14. 12.14 If either party is prevented from performing any of its obligations under this Agreement due to any cause beyond the party's reasonable control, including, without limitation, an act of God, fire, flood, earthquake, explosion, terrorism, war, labor dispute, strike, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, vandals, or hackers (a "force majeure event") the time for that party's performance will be extended for the period of the delay or inability to perform due to such occurrence. Should such force majeure event prevent one party's performance for more than 6 months, the other party may terminate this Agreement upon written notice.
    15. 12.15 You understand and agree that EMG shall have sole and final authority to determine which EMG products, websites, applications, and/or properties shall make up Eligible EMG Services.
    16. 12.16 You understand and agree that the Service may contain Label Content with missing, incomplete, or erroneous metadata ("Mislabeled Content") and that EMG is shall not be held liable for payments to You on such Mislabeled Content.
    17. 12.17 You understand and agree that Label Content may be sourced from Users of the Service.

You acknowledge that You have read this Agreement and understand it, and that by clicking the "I Accept" checkbox on the Grooveshark artist sign up page You agree to be bound by the terms and conditions herein.

Exhibit A

Fees

1. Master Recording Fees.

   EMG shall pay You a portion of the quarterly ad revenue generated by all Eligible EMG Services (the "Grooveshark Ad Revenue") equal to fifty percent (50%) of the Grooveshark Ad Revenue multiplied by Your proportional share of the Streams on the Eligible EMG Services ("Your Stream Proportion"). Your Stream Proportion shall be equal to all Streams owned or licensed by You divided by all Streams on the Eligible EMG Services during the quarter.

   For illustration purposes only, if the Grooveshark Ad Revenue for the quarter was One Hundred Thousand Dollars ($100,000.00) and of the thirty-five million (35,000,000) Streams originating from Eligible EMG Services for the quarter, seven hundred thousand (700,000) Streams were owned or licensed by You, then You would be entitled to (($100,000.00*0.50) * (700,000/35,000,000)) or One Thousand Dollars ($1,000.00).

2. Mobile Platform Fees.

   EMG shall pay You a portion of the quarterly ad revenue generated by EMG's mobile platform (the "Mobile Ad Revenue") equal to forty percent (40%) of the Mobile Ad Revenue multiplied by Your Stream Proportion including publishing.

3. Download Fees.

   EMG shall charge Customers a fee for each Download of a Recording through the Service (the "Transaction Fee"). EMG shall pay You sixty percent (60%) of the Transaction Fee for each Download of a Recording completed through the Service in the US and fifty percent (50%) of the transaction completed through the service in all Non-US foreign territories. The Transaction Fee shall be variable based on demand within You catalogue. The Minimum Transaction Fee charged to End-User shall be $.25 and the Maximum Transaction Fee shall be $.99, which EMG reserves the right to adjust at any time and from time to time.