THE IGNOME CORPORATION MUSIC TERMS OF SERVICE AGREEMENT
(Last Modified December 5, 2000)

By submitting your music ("Work") to the Ignome Corporation ("Ignome"), a Washington Corporation, you are accepting all of the terms set within this legal and binding Agreement. This agreement pertains to all Work(s) submitted to Ignome.

1. Ignome may periodically revise the terms of this Agreement by sending a notice to Owner at Owner’s email of record. Upon receipt of such notice, Owner will have fifteen (15) days to object ("Notice of Objection") to any change in this Agreement. If Owner does not object within fifteen (15) days by sending a Notice of Objection to musicgnome@ignome.com, then Owner agrees to be bound by such revisions to this Agreement.

2. The term of this Agreement shall commence as of the date first written above and end at such time that either party hereto provides the other party with a ninety (90) day written notice to terminate this Agreement (the Term).

3. In consideration of Ignome efforts to market, promote and screen the Work, ("Owner") hereby grants to Ignome the worldwide non-exclusive right and license to encode, store, perform, display, copy, transmit, broadcast, and market the Work on the Internet for the Term, or any extension thereof. Such rights to the Work shall cover all territories throughout the world. In addition, Work(s) submitted to Ignome on physical media, such videotape, CD, photo or diskette will not be returned and will become the property of Ignome and may be discarded without notice. Ignome shall also have the right to screen the Work on its Internet sites or on the Internet site of any third party at Ignome's sole discretion. There shall be no limitation on the number of times that Ignome or its designee can screen the Work during the Term or any extension thereof.

4. Owner shall provide Ignome with the Work to be encoded, transmitted and distributed by Ignome as provided herein in: CD, VHS (NTSC) or CD-ROM / Zip disks as uncompressed .AVI files or such other format that is acceptable to Ignome.

5. Owner shall not be entitled to any compensation or fee for the rights granted herein.

6. Nothing in this Agreement shall be deemed to obligate Ignome to use, sell or distribute the Work, or to continue the distribution of the Work if released on Ignome's or any of Ignome's designees Internet sites, or otherwise to exploit any rights granted to Ignome hereunder.

7. Owner gives Ignome a non-exclusive, world-wide, royalty free promotional license to use excerpts of Owner’s Work and biographical information for advertising or promotional purposes, including, without limitation, the right of public display, public performance, reproduction, and distribution on any Ignome internet site as well as in offline materials such as posters. In the event that Owner’s Excerpts have been incorporated into Ignome’s advertising or promotional materials prior to receipt of your Revocation Notice, then Ignome’s Promotional License shall be deemed to be non-revocable for a period of six (6) months from the date that Ignome receives your Revocation Notice.

8. Owner hereby represents and warrants that Owner has the sole and entire right, power and authority to enter into this Agreement, to grant the rights granted to Ignome, and Owner that has not made and shall not make any grant which will or might impair, encumber or conflict with any of the rights granted to Ignome. In addition, Owner hereby represents and warrants that any of the rights granted to Ignome herein shall not defame or disparage any person or entity or infringe upon or violate the rights or privacy, publicity, copyright, trademark, or any other statutory or common law right of any kind or nature whatsoever of any person or entity.

9. All of the following have been discharged or paid or will be discharged or paid by Owner or persons other than Ignome:

A. All claims and rights of the copyright holders, if any, in literary, dramatic, musical or other material, including stories, plays, scripts, scenarios, themes, incidents, plots, characteristics, dialogue, music, words appearing, used or recorded in Owner’s Work.

B. All obligations, of any kind, including, without limitation, those with artists and personnel, relating to purchases, licenses, laboratory contracts, distribution, exhibition, performance or exploitation of Owner’s Work.

C. Any payments required to be made to any performing rights society or to any body or group representing authors, composers, musicians, artists, and other participants in the production of Owner’s Work, publishers or other persons having legal or contractual rights of any kind to participate in the receipts of Owner’s Work or to payments of any kind as a result of the distribution or exhibition of Owner’s Work and any taxes thereon or on the payment thereof.

10. The video content of Owner’s Work must not be obscene, pornographic, invade privacy rights, exploit the images of individuals under the age of eighteen (18), or in any other way violate applicable laws and regulations.

11. Owner agrees to indemnify and hold harmless Ignome, subsidiaries and affiliated companies and each of their respective officers, directors, shareholders, affiliates, subsidiaries, employees, attorneys, representatives, agents, licensees, successors and assigns, from and against any and all claims, costs, demands, expenses, losses, liabilities, damages, penalties and judgments including, without limitation, outside attorneys' fees and costs, whether or not litigation is commenced (collectively, "Claims") arising out of or in connection with a breach or alleged breach of Owner's representations, warranties and/or agreements contained in this Agreement.

12. Owner shall execute such documents and do such other acts and deeds as may be required by Ignome or its assignees or licensees to further evidence or effectuate its rights hereunder. If Owner fails to do so, Ignome may execute such documents as Owner's attorney-in-fact, which appointment shall be irrevocable and coupled with an interest.

13. In the event of a breach of this Agreement by Ignome, Owner shall not be entitled to rescind this Agreement or any of the rights granted to Ignome hereunder, nor shall Owner be entitled to restrain, enjoin or otherwise impair the exploitation of any rights in the Work, Owner's sole and non-exclusive remedy being the right to pursue an action at law for damages.

14. Owner shall have no right to assign this Agreement or any of Owner's rights hereunder or to delegate any of Owner's obligations. Any purported assignment or delegation by Owner shall be null and void. Ignome shall have the right to assign any or all of its rights under this Agreement; provided that Ignome shall remain secondarily liable to Owner.

15. The laws of the State of Washington shall govern this Agreement. Owner hereby consents to the personal jurisdiction of the State of Washington, acknowledge that venue is proper in any state or Federal court in the State of Washington, agree that any action related to this Agreement must be brought in a state or Federal court in the State of Washington, and waive any objection Owner may have in the future with respect to any of the foregoing. Notwithstanding the foregoing, Ignome reserves the right to commence an action in Owner’s home state in regards to this Agreement. Ignome may prepare a more formal agreement, but unless and until such more formal agreement is fully executed, this Agreement shall constitute the entire and binding agreement between the parties. This Agreement merges and supersedes all prior and contemporaneous understandings and agreements (whether written or oral) between the parties regarding the subject matter hereof and may not be modified except by a writing signed by the parties hereto. If, for any reason, any provision of this Agreement is adjudged to be unenforceable, such adjudication shall in no way affect any other provision of this Agreement or the validity or enforceability of the remainder of this Agreement and the affected provision shall be modified or curtailed to the minimum extent necessary to bring it into compliance with applicable law.

WE AGREE TO AND ACCEPT EACH OF THE ABOVE TERMS

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