1.1 Member Program. In order to use the Website to listen to, view and/or download Artist Material appearing an Artist’s pages, or on other pages within the Website, users must subscribe and become a "Member" of the Website.

1.2 Subscription Fees. The Website offers two (2) membership options: (1) "World-Class Membership," or (2) "All-Access Monthly Membership." The World-Class Members is a two-year membership at a one-time cost of $20. The All-Access Monthly Membership is a one-year membership at a cost of $0.99 per month. Members may pay the subscription fees by VISA® or Mastercard® by entering their credit card information on the applicable membership subscription page. All-Access Monthly Membership Members will be charged a one-time $3 processing fee and their monthly subscription fees will be applied to their credit card on the 15th day of each month. All amounts set forth in this Agreement are expressed in U.S. dollars. We reserve the right to change the subscription fees set forth herein at any time. We may terminate your membership in the Website for failure to timely pay monthly subscription fees.

1.3 Membership Benefits.

2.1 Artist Content and Supplemental Material. In order to participate in the Artist Program, you must provide us with one or more sound recording(s) of musical composition(s) or other audio and/or audio-visual content to be used by us as described in this Section ("Artist Content"). You may also provide us with other material related to your Artist Content (such as pictures, videos, song lyrics, etc.) for our use in connection with the Member Program (collectively "Supplemental Material"). Subject to the conditions of this Agreement, unless otherwise designated by you, Artist Content and Supplemental Material will be listed on your Artist Page. You may enroll or withdraw any Artist Content and any Supplemental Material by utilizing the tools provided in the Artist Admin Area.

2.2 License for Artist Content and Supplemental Material. By the act of delivering Artist Content and/or Supplemental Material to us, you grant to us a non-exclusive, royalty-free, worldwide license to: (a) publicly perform, publicly display, broadcast, encode, store, reproduce, transmit, manufacture, distribute and synchronize with visual images the Artist Content or Supplemental Material, in whole or in part, alone or in compilation with content provided by third parties, through any medium now known or hereafter devised for the purpose of demonstrating, promoting and/or distributing your or our products or services; (b) make your Artist Content accessible as audio streams through password-protected accounts (collectively "Secure Accounts"); and (c) use any trademarks, service marks or trade names incorporated in the Artist Content or Supplemental Material and use the likeness of any individual whose performance or image is contained in the Artist Content or Supplemental Material in connection with the foregoing.

2.4 Co-Branded Website on Melvincares.com. During the term of this Agreement, we will host on the Website an HTML-formatted page (the "Artist Page") featuring such graphics, photographs and other information as you may provide and upload. For further information concerning Artist Pages, including terms and conditions governing their use, see: http://www.melvincares.com/worldclassartist/agreement.html. You acknowledge that you have no entitlement to any revenue, income or compensation from us (from the Website, promotions, or any other source) for your participation in the Member Program or Artist Program.

2.5 Use of Password. When you access your Artist Admin Area, you will be asked to select a unique password for access to your Artist Page. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under the password. By logging onto your Artist Page, you represent and warrant that: (i) you are the Artist who registered for the Artist Page; (ii) that you are using the Artist Page and the Website only for permitted purposes; (iii) you will immediately notify us of any unauthorized use of the password or account or any other breach of security; and (iv) you will ensure that you exit from your Artist Page at the end of each session. Please notify info@melvincares.com of any potential unauthorized use(s) of your Artist Page, or breach of security.

2.6 Choice of Artist Name. When you access your Artist Admin Area, you will be asked to select a name for your Artist Page. You represent and warrant that: (i) you will not select or utilize a user name of another person with intent to impersonate that person; (ii) you will not select or utilize a user name in which another person has rights, if you do not have that person's authorization to use such name; and (iii) you will not select or utilize a user name that we in our sole discretion deem offensive.

2.7 Termination of Standard Program License. Subject to the provisions contained in Section III, "Term and Termination" below, you may terminate your license to us with respect to some or all of your Artist Content and Supplemental Material, at any time by utilizing tools provided in the Artist Admin Area.

3.1 Member Submissions.

1. The Website may now or in the future permit the submission of sound recordings, video works, audiovisual works, content or other communications submitted by you and other users, including the Artist Content and Supplemental Material ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any submissions.
   
   
2. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions and any elements thereof to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use. For clarity, you retain any ownership rights you may have in your User Submissions. However, by submitting the User Submissions to us, you hereby grant us a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Website and our (and our successors') business, including without limitation for promoting, reproducing, redistributing, publicly performing, exhibiting and/or using part or all of the Website and Website contents (including the User Submissions) (and derivative works thereof) in any and all media formats now or hereafter known and through any media channels now or hereafter known. You also hereby grant each user of the Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Use. The foregoing license granted by you terminates once you remove or delete a User Submission from the Website.
   
   
3. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by patent, trademark, or trade secret law or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post, upload and/or provide the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, explicit and/or sexually-explicit, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; and (iv) post advertisements or solicitations of business. We do not endorse any User Submission or any opinion expressed therein, and we expressly disclaim any and all liability in connection with User Submissions. We do not permit copyright infringing activities and infringement of intellectual property rights on the Website, and we will remove all content and User Submissions if properly notified that such content or User Submission infringes on another's intellectual property rights, as provided in Section 3.6 below.
   
   
4. You understand that when using the Website, you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us, our owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
   
   
5. We permit you to link to materials on the Website for personal, non-commercial purposes only. We reserve the right to discontinue any aspect of the Website at any time.

3.2 Representations and Warranties. You represent and warrant that: (a) we, our customers and licensees shall not be required to make any payments in respect of the authorized use of your User Submissions, including, without limitation, payments to you, third parties claiming through you or otherwise, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your User Submissions, your licensors, unions or guilds; (b) you have the full right and power to enter into and perform this Agreement, and have secured all third-party consents, licenses and permissions necessary to enter into and perform this Agreement; (c) the User Submissions do not contain "samples" of any third party's sound recording or musical composition and will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (d) the User Submissions do not and will not violate any law, statute, ordinance or regulation; (e) the User Submissions are not and will not be defamatory, trade libelous, pornographic or obscene; (f) the User Submissions do not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; (g) all factual assertions that you have made and will make to us are true and complete; and (h) you, or you are accessing the Website under the supervision of one who is of legal age of consent in all applicable jurisdictions and, in any event, are at least thirteen (13) years of age. You agree to indemnify and hold us, our licensees and customers harmless from any and all damages and costs, including reasonable attorney’s fees, arising out of or related to your breach or alleged breach of the representations and warranties described in this Section. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this Agreement.

3.3 Term and Termination. Upon termination of this Agreement, all of our license rights terminate. Subject to the foregoing, we shall use reasonable efforts to discontinue public access to your User Submissions promptly upon termination; however, due to your participation in certain Promotions, your User Submissions may remain accessible to the public for up to ninety (90) days following termination. We may terminate this Agreement with respect to any or all Programs, at any time by so notifying you; the Agreement will terminate upon your actual receipt of such notice or three (3) days after we have sent a notice of termination to the email address you supply to us, whichever is sooner. Sections titled "Term and Termination," "Representations and Warranties," "Disclaimer," "Waiver of Certain Damages," "Indemnity," and "Miscellaneous" shall survive termination.

3.4 Determining Type of Content. We will implement and maintain reasonable business practices, which enable us to accurately categorize content that you deliver to us. However, if we make an error in good faith, and consequently exceed our license rights, your sole and exclusive remedy will be to notify us and we promptly will take all reasonable steps to correct the error.

3.5 Intellectual Property Rights. The content on the Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you "AS IS" for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content therein.

3.6 Notifications of Infringement.

1. Upon receipt of notice, we will act expeditiously to remove or disable access to any User Submissions claimed to be infringing of any third party’s rights or claimed to be the subject of infringing activity, and we will act expeditiously to remove or disable access to any reference or link to User Submissions or activity that is claimed to be infringing. Notwithstanding anything contained in this Agreement or in our "Privacy Policy", you expressly consent to our disclosure of your personally identifiable and all other personal information in the event that you or your User Submissions are the subject matter of any such infringement claim.
   
   
2. We reserve the right to remove User Submissions without prior notice. We will also terminate a Member’s access to the Website, if they are determined to be a repeat infringer. A repeat infringer is a Member who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. We also reserve the right to decide whether a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, explicit, sexually-explicit, obscene or defamatory material, or excessive length. We may remove such User Submissions and/or terminate a Member's access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion.
   
   
3. If you are a copyright owner or an agent thereof and believe that any User Submission or other content on the Website infringes upon your copyrights, you may submit a notification as provided in our DMCA Policy.

3.10 Disclaimer. YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. THE MEMBER PROGRAM AND GENERAL ARTIST PROGRAM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHERWISE. WITHOUT LIMITATION, WE DISCLAIM MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS WEBSITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

3.11 Waiver of Certain Damages. IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website is controlled and offered by us from our facilities in the United States of America. We make no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

3.12 Indemnity. You agree to defend, indemnify and hold harmless us, our parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Website.

3.13 Modification or Amendment of Agreement. We reserve the right, in our sole discretion, to change, modify, add or remove all or part of this Agreement. Notice of any amendments and/or modifications shall be posted in your Artist Admin Area at least five (5) days prior to their effective date. In the event that you do not consent to any such amendments and/or modifications, your sole recourse shall be to terminate this Agreement with respect to any or all Programs, as provided above. A copy of the most current version of this Agreement may be found at: http://www.melvincares.com.

3.14 Miscellaneous. This Agreement sets forth the entire understanding and agreement of the parties as to this Agreement’s subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter. You agree not to resell, assign, otherwise transfer, or delegate your rights or obligations under the Agreement without our prior express written authorization. Notices or communications under this Agreement shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the following addresses: (a) if to us, such notices shall be addressed to info@melvincares.com, or: Legal Inquiry c/o Music Equals Love, Inc., P.O. Box 513, La Crosse, WI 54601 Attention: Legal Department, and (b) if to you, such notices shall be addressed to the electronic or mailing address specified when you register for the Program. The Agreement shall be governed by and construed in accordance with, and all legal issues arising from or related to your use of, or participation in the Programs shall be determined by the laws of the State of Wisconsin without regard to that State’s conflict-of-law provisions. The State and Federal courts of Wisconsin shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to the Agreement or to your use of, or participation in, the Programs. You consent to personal jurisdiction and venue in the appropriate state court in La Crosse County, Wisconsin or the United States District Court for the Western District of Wisconsin. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. All headings in the Agreement are for convenience only and shall have no legal or contractual effect. You agree that we and you are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture or agency relationship. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

DMCA Policy

If you are a copyright owner or an agent thereof and believe that any User Submission or other content on the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated Copyright Agent to receive notifications of claimed infringement is: Rob Gonzalez, email: info@melvincares.com, telephone: (608) 782-5886. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to: info@melvincares.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.