INDIEPIT.COM TERMS OF USE AGREEMENT Welcome to IndiePit.com, the service where Fans can download songs from their favorite Independent music Artists. The site is owned and operated by d-State, Inc (“D-STATE”). D-STATE owns the product named IndiePit. By using the www.indiepit.com website, (the “Website”) you agree to be bound by these Terms of Use (the "Agreement"), whether or not you eventually register as a fan (“Fan”), song-contributing Artist (“Artist”), or song-contributing Record Label (“Label”) via www.indiepit.com. If you wish to become a Fan and make use of the www.indiepit.com service (the "Service"), please read these Terms of Use. If you object to anything in this Agreement, the Privacy Policy (“Privacy Policy”), and/or the Copyright and Intellectual Property Policy (“Copyright Policy”), do not use the Website or the Service. Regarding changes to the Agreement: they may occur at any time, effective upon posting on the Website, and your use of the Service after such posting will constitute acceptance by you of such changes. 1. ACCEPTANCE OF TERMS OF USE AGREEMENT a. Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Website and your participation in the Service. This Agreement may be modified by D-STATE from time to time, and such modifications will be effective upon posting by D-STATE on the Website. This Agreement incorporates by reference the Website’s Privacy Policy as if such were set forth in full, as well as any notices regarding the Website. By accessing the Website or becoming a Fan, Artist, or Label, you accept this Agreement and agree to the terms, conditions, and notices contained or referenced herein. b. Electronic Form. By accessing the Website or becoming a Fan, Artist or Label, you consent to have this Agreement provided to you in electronic form. c. Non-electronic Copy. You have the right to receive this Agreement in non-electronic form. You may request a non-electronic copy of this Agreement either before or after you electronically sign the Agreement. To receive a non-electronic copy of this Agreement, please send an e-mail to contact@indiepit.com or a letter and self-addressed stamped envelope to: d-State, Inc., 4759 Nob Hill Drive, Los Angeles, CA 90065. d. Withdrawing Your Consent. You have the right at any time to withdraw your consent to have this Agreement provided to you in electronic form. (i) Effect. Should you choose to withdraw your consent to have this Agreement provided to you in electronic form, we will discontinue your then-current username and password. This means that you will not have the right to use the Service unless, and until, we issue you a new username and password. We only will issue you a new username and password after we receive a signed copy of a non-electronic version of this Agreement, which we will send to you upon request. (ii) Notice. To withdraw your consent and request a non-electronic copy of this Agreement, please send an email to contact@indiepit.com or letter and self-addressed stamped envelope to: d-State, Inc., 4759 Nob Hill Drive, Los Angeles, CA 90065. (iii) Prospective Nature. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, you prior to the effective date of your withdrawal. e. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program. Via the Website, we will notify you of any changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain this electronic Agreement. 2. ELIGIBILITY AND REGISTRATION OBLIGATIONS You must be at least eighteen (18) years of age to register as a Fan or Artist of IndiePit or use the Website. Participation of Fans, Artists, or Labels in the Service is void where prohibited. By using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement, and that you are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or D-STATE has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, D-STATE has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). 3. PARTICIPATION AND PRICING Fans (Listeners) You may become a Fan just by registering. You may buy as many downloads as you desire. As a Fan, you will have the ability to participate in some, but not all, of the features and services available within the Service. In order to access additional features and services, such as the purchase of merchandise, extra fees will apply. Please see Participation and Pricing for a description of the current prices for downloading the music of a particular Artist or Label. Please note that the policies regarding participation that are disclosed to you in registering for the service are deemed part of this Agreement. Please see Billing Details for a description of such policies. Any and all fees for the use of the Service are subject to change at any time without prior notice. Moreover, Fan agrees that all downloads of songs are for personal use only, with no commercial objectives or uses to ever be done using the subject songs. D-STATE reserves the right to terminate any Artist’s account where, in its sole discretion, D-STATE determines that these Terms of Use have been violated. Artists Artist acknowledges and hereby agrees to the following: 1. Artists a. Artist shall submit songs in the “MP3” format. b. Artist is responsible for quality control of all songs they submit. c. Artist has one option for selling music on IndiePit. i. Sell songs on a per download basis. 1. Artist can set price. 2. Artist may offer a price from “free” up to 99 cents per download. 3. D-STATE collects the first 15 cents of the up to 99 cents of revenue. d. Artist may offer products other than songs to the Website for sale in the IndiePit store. i. D-STATE collects 30% of such sales revenue made via the Website. ii. Artist retains 70% of such sales revenue. e. Under no circumstances may Artist, post to the IndiePit website any songs that it does not own the copyright to unless Artist have received the appropriate license from either the owner of the copyright or other holder such as the appropriate performance-rights society including but not limited to: Broadcast Music, Inc. (“BMI”), the American Society of Composers, Authors, and Performers (“ASCAP”), or the Society of European Stage Authors and Composers (“SESAC”). f. Artist represents and warrants that he or she is the owner of the entirety of the rights in the songs uploaded onto the Service, and that he/she has the full authorization and authority to enter into this Agreement therefore. Artist further represents and warrants that the music and songs that he or she uploads to the Service are original and do not constitute infringement of any valid and subsisting copyright and/or moral right, and that Fans’ download and use of the music and songs will not infringe upon any copyrights, trademark, service mark, rights of privacy or publicity, or of any other rights of any kind or nature of any third party anywhere in the universe. g. Artist represents and warrants that if any legal action is threatened or taken against D-STATE in respect of any of Artist’s claimed intellectual property rights, including copyright, moral right, patent, trademark, service mark, or similar right in the songs then it shall pay for any and all defense expenses of such action, including reasonable attorney’s fees. Artist may, at its own expense, change, modify, or delete all, or any part of the songs in order to avoid any such infringement, or alleged infringement of copyright, moral right, trademark, service mark, patent, or misappropriation h. To the degree relevant, Artist retains all rights to music and merchandise, including but not limited to, ownership of all copyrights, trademarks, service marks, and all other intellectual property rights subsisting in the songs and merchandise offered for sale on the Service shall at all times remain with the Artist, unless otherwise specifically provided in this Agreement. i. D-STATE offers no rights management or protection for songs or merchandise. By placing songs on IndiePit you assume the risk that its Fans may download and eventually illegally distribute your music without obtaining the proper license or rights clearance from Artist or the relevant performance-rights society where applicable. It is your responsibility, and not D-STATE’s, to detect and report illegal sales of your songs to the proper authorities. j. Artist, as Licensor, hereby grants to D-STATE, as Licensee, a nonexclusive royalty-free license to use the songs for all purposes granted by the rights contained in the current and future versions of the United States Copyright Act, including but not limited to broadcasting, disseminating, copying, displaying, and distributing in all geographical locations for promotional and marketing purposes. Where applicable, Licensor agrees not to restrict Licensee’s aforesaid rights of use in this section by way of asserting any moral rights (“droit moral”) provided by any foreign law, jurisdiction, treaty or compact. k. Artist must have “PAYPAL” account to accept payments. Payments will be made monthly through PAYPAL to artists on a monthly basis if amount to be received is greater than $25.00 (twenty-five U.S. dollars). Artist hereby acknowledges and agrees that, if the amount is less than $25.00, D-STATE will retain funds until $25.00 is reached. Artist need not provide its PAYPAL account information upon registration, as D-STATE will contact Artist when the amount in the account reaches $25.00. Artist hereby grants ownership to D-STATE of any and all interest that may accrue on any funds held for Artist. In no case shall D-STATE retain any funds for longer than 180 calendar days. If by chance that Artist is deceased at the time a payment is due, D-STATE shall pay over any and all monies owed to Artist pursuant to his or her will or other testamentary instruments. Alternatively, if there is a dispute over ownership of the money due Artist, D-STATE may deposit the money with a court of competent jurisdiction and file an action in interpleader. l. D-STATE reserves the right to terminate any Artist’s account where, in its sole discretion, D-STATE determines that these Terms of Use have been violated. Label Label acknowledges and hereby agrees to the following: 2. Label a. Label shall submit songs in the “MP3” format. b. Label are responsible for quality control of all songs they submit. c. Label has one option for selling music on IndiePit. i. Sell songs on a per download basis. 1. Label can set price. 2. Label may offer a price from “free” up to 99 cents per download. 3. D-STATE collects the first 15 cents of the up to 99 cents of revenue. d. Label may offer products other than songs to the Website for sale in the IndiePit store. i. D-STATE collects 30% of such sales revenue made via the Website. ii. Label retains 70% of such sales revenue. e. Under no circumstances may Labels, post to the IndiePit website any songs that it does not own the copyright to unless Label has received the appropriate license from either the owner of the copyright or other holder such as the appropriate performance-rights society including but not limited to: Broadcast Music, Inc. (“BMI”), the American Society of Composers, Authors, and Performers (“ASCAP”), or the Society of European Stage Authors and Composers (“SESAC”). f. Label represents and warrants that he or she is the owner of the entirety of the rights in the songs uploaded onto the Service, and that he/she has the full authorization and authority to enter into this Agreement therefore. Labels further represents and warrants that the music and songs that he or she uploads to the Service are original and do not constitute infringement of any valid and subsisting copyright and/or moral right, and that Fans’ download and use of the music and songs will not infringe upon any copyrights, trademark, service mark, rights of privacy or publicity, or of any other rights of any kind or nature of any third party anywhere in the universe. g. Label represents and warrants that if any legal action is threatened or taken against D-STATE in respect of any of Label’s claimed intellectual property rights, including copyright, moral right, patent, trademark, service mark, or similar right in the songs then it shall pay for any and all defense expenses of such action, including reasonable attorney’s fees. Label may, at its own expense, change, modify, or delete all, or any part of the songs in order to avoid any such infringement, or alleged infringement of copyright, moral right, trademark, service mark, patent, or misappropriation h. To the degree relevant, Label retains all rights to music and merchandise, including but not limited to, ownership of all copyrights, trademarks, service marks, and all other intellectual property rights subsisting in the songs and merchandise offered for sale on the Service shall at all times remain with the Label, unless otherwise specifically provided in this Agreement. i. D-STATE offers no rights management or protection for songs or merchandise. By placing songs on IndiePit you assume the risk that its Fans may download and eventually illegally distribute your music without obtaining the proper license or rights clearance from Label or the relevant performance-rights society where applicable. It is your responsibility, and not D-STATE’s, to detect and report illegal sales of your songs to the proper authorities. j. Label, as Licensor or a Licensee with the right to license, hereby grants to D-STATE, as Licensee, a nonexclusive royalty-free license to use the songs for all purposes granted by the rights contained in the current and future versions of the United States Copyright Act, including but not limited to broadcasting, disseminating, copying, displaying, and distributing in all geographical locations for promotional and marketing purposes. Where applicable, Licensor agrees not to restrict Licensee’s aforesaid rights of use in this section by way of asserting any moral rights (“droit moral”) provided by any foreign law, jurisdiction, treaty or compact. k. Label must have “PAYPAL” account to accept payments. Payments will be made monthly through PAYPAL to Label on a monthly basis if amount to be received is greater than $25.00 (twenty-five U.S. dollars). Label hereby acknowledges and agrees that, if the amount is less than $25.00, D-STATE will retain funds until $25.00 is reached. Label need not provide its PAYPAL account information upon registration, as D-STATE will contact Label when the amount in the account reaches $25.00. Label hereby grants ownership to D-STATE of any and all interest that may accrue on any funds held for Label. In no case shall D-STATE retain any funds for longer than 180 calendar days. If by chance that Label is deceased at the time a payment is due, D-STATE shall pay over any and all monies owed to Label pursuant to his or her will or other testamentary instruments. Alternatively, if there is a dispute over ownership of the money due Label, D-STATE may deposit the money with a court of competent jurisdiction and file an action in interpleader. l. D-STATE reserves the right to terminate any Label’s account where, in its sole discretion, D-STATE determines that these Terms of Use have been violated. 4. TERM This Agreement will remain in full force and effect while Artist and Fan (“you”) and any others use the Service and Website. You may terminate your Account and/or subscription at any time, for any reason, by following the instructions on the “Resign” pages in Account Settings, or by sending D-STATE a written notice of termination to d-State, Inc., 4759 Nob Hill Drive, Los Angeles, CA 90065 or email notice of termination to contact@indiepit.com. If you terminate your subscription, your subscription will remain active until the end of your then-current subscription period (that is, the subscription period through which you had paid prior to your termination). 5. UNAUTHORIZED USE BY FANS, ARTISTS, OR LABELS The Website is for the use of Fans, Artists, and Labels only. Illegal and/or unauthorized uses of the Website, including collecting usernames and/or email addresses of Fans, Artists, or Labels by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Website is with the permission of D-STATE, which may be revoked at any time should there be a violation of the Terms of Use Agreement, as determined by D-STATE’s sole discretion. 6. ACCOUNT SECURITY You are responsible for maintaining the confidentiality of the username and password that you designate during the Registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify D-STATE of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. D-STATE will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have linked your Microsoft .Net Passport or AOL ScreenName to your IndiePit account. 7. STATUS OF OTHER FANS, ARTISTS, OR LABELS You understand that D-STATE does not in any way screen its Fans, Artists, or Labels, nor does D-STATE inquire into the backgrounds—criminal, business, credit, or otherwise—of its Artists or Fans or attempt to verify anything about them. D-STATE makes no representations or warranties as to the conduct of its Fans, Artists, or Labels. In no event shall D-STATE be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use or consequences of use of the Service, including without limitation, bodily injury, property damage, emotional distress, and/or any other damages resulting from communications or meetings with other registered users of this Service or persons or entities you meet, directly or indirectly, through this Service. 8. PROPRIETARY RIGHTS AND RELIANCE ON CONTENT ON INDIEPIT.COM (a) D-STATE owns and retains all proprietary rights in the Website and the Service. The Website contains the copyrighted material, trademarks, and other proprietary information of D-STATE, and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, create derivative works, publish, perform, transmit, distribute, perform, display, or sell any such proprietary information, in whole or in part. (b) You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by D-STATE or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. (c) D-STATE grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by D-STATE for use in accessing the Service. (d) Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by D-STATE, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such remarks. D-STATE does not: (i) guarantee the quality of the songs downloaded. Under no circumstances will D-STATE or its subsidiaries, affiliates, successors, or assigns be responsible for any loss or damage resulting from your reliance on information or other content uploaded on the Website or transmitted to or by any Fans, Artists, or Labels. 9. CONTENT POSTED ON INDIEPIT.COM Fans, Artists, and Labels (“you”) understand that all information, data, text, software, songs (i.e., music and sound), photographs, graphics, video, messages, tags, or other materials ("Content"), are the sole responsibility of the person from whom such Content originated. This means that you, and not D-STATE, are entirely responsible for any damages that stem from all Content that you upload and/or download, post, transmit or otherwise make available or obtain via the Service. D-STATE does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will D-STATE be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or 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 Service. a. Fans assume the risk that the Content that they download may contain defamatory, inaccurate, abusive, hateful, obscene, profane, offensive, sexually oriented, racially threatening, harassing, geographically and racially offensive. b. You understand and agree that D-STATE may review and delete any Content, in each case in whole or in part, that in the sole judgment of D-STATE violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the rights of any third party. c. The following is a partial list of the kind of Content that is illegal or prohibited on the Website. D-STATE reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Service and terminating the account of the violators. It includes, but is not limited to, Content that: • promotes information that you know promotes illegal activities or conduct that is defamatory or libelous; • provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18; • provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses. d. Your use of the Service, including but not limited to the Content you upload or post on the Service, must be in accordance with any and all applicable laws and regulations. You acknowledge that D-STATE may or may not pre-screen Content, but that D-STATE and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, D-STATE and its designees shall have the right to remove any Content that violates the Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge, consent and agree that D-STATE may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property of D-STATE, its users and the public. You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by D-STATE and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited. 10. PROHIBITED ACTIVITIES D-STATE reserves the right to investigate and terminate your account if you have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to the Service: • You will not impersonate any person or entity; all information you include in your Fan profile must be accurate, current and complete. • You will not express or imply that any statements you make are endorsed by D-STATE or www.indiepit.com without our specific prior written consent. • You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents. • You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights. • You will not remove any copyright, trademark or other proprietary rights notices contained in the Service. • You will not interfere with or disrupt the Services or the site or the servers or networks connected to the Services or the site. • You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. • You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service. • You will not "frame" or "mirror" any part of the Service or the Website, without D-STATE’s prior written authorization. You also shall not use meta tags or code or other devices containing any reference to D-STATE or the Service or the site in order to direct any person to any other web site for any purpose. • You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Website or any software used on or for the Service or cause others to do so. 11. INTERSTATE NATURE OF COMMUNICATIONS ON D-STATE’S NETWORK When you register with D-STATE, you acknowledge that in using D-STATE services to send electronic communications (including but not limited to email, uploading Content and files and other Internet activities), you will be causing communications to be sent through D-STATE's computer networks, as well as its Internet Service Provider’s, portions of which could be located in or outside of the United States. As a result, D-STATE’s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Agreement, you acknowledge that use of the service results in interstate and/or inter-country data transmissions. 12. SPECIAL ADMONITIONS FOR INTERNATIONAL USE Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. 13. INDEMNITY You agree to indemnify and hold D-STATE and its successors, assigns, subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, upload, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your meetings with persons or entities you met via the Service, your violation of the Agreement, or your violation of any rights of another. 14. NO RESALE OF SERVICE You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (other than the very nature of the service to bring Fans together regarding location finding and leasing), your use of the Service, or access to the Service (including your D-STATE identification username and password). 15. GENERAL PRACTICES REGARDING USE AND STORAGE You acknowledge that D-STATE may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content or other uploaded Content will be retained by the Service. You agree that D-STATE has no responsibility or liability for the deletion or failure to store any Content and other communications or other Content maintained or transmitted by the Service. You acknowledge that D-STATE reserves the right to log off Artist accounts that are inactive with no sales activity for 180 calendar days. You further acknowledge that D-STATE reserves the right to modify these general practices and limits from time to time. 17. MODIFICATIONS TO SERVICE D-STATE reserves the right at any time and from time to time to modify or temporarily discontinue the Service (or any part thereof) with or without notice. You agree that D-STATE shall not be liable to you or to any third party for any modification, suspension or temporary discontinuance of the Service, so long as the latter does not exceed 10 (ten) business days. 18. TERMINATION You agree that D-STATE may, under certain circumstances and without prior notice, immediately terminate your D-STATE account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Agreement or other incorporated agreements, policies, or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your D-STATE account includes (a) removal of access to all offerings within the Service, including but not limited to D-STATE’s email function and, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. D-STATE may terminate your Account and/or subscription by sending notice to you at the email address you provide in your application for Account, or such other email address as you may later provide to D-STATE. If D-STATE terminates your Account in the Service because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of D-STATE. D-STATE is not required to provide you notice prior to terminating your Account. D-STATE is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your Account or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination. Further, you agree that D-STATE shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service. 19. DEALINGS WITH ADVERTISERS Your correspondence or business dealings with Fans, Artists, and/or Labels, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Fan, Artist, and/or Label or advertiser. You agree that D-STATE shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or Fans, Artists, and/or Labels on the Service. 20. LINKS The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because D-STATE has no control over such sites and resources, you acknowledge and agree that D-STATE is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that D-STATE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource. 21. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. D-STATE, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, SUCCESSORS, AND ASSIGNS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. b. D-STATE, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, SUCCESSORS, AND ASSIGNS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INDIEPIT.COM OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. e. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSD-STATEE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS. 22. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT D-STATE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF D-STATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY FAN OR THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, D-STATE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO D-STATE FOR THE SERVICE DURING THE TERM OF ACCOUNT. 23. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 21 AND 22 MAY NOT APPLY TO YOU. 24. NOTICE D-STATE may provide you with notices, including those regarding changes to the Agreement, by email, regular mail or postings on the Service. 25. TRADEMARK INFORMATION D-STATE’s IndiePit trademark and service mark and any other intellectual property, logos and product, trade names, service names are the Intellectual Property of D-STATE (the "D-STATE Marks"). Unless you have D-STATE’s prior permission, you agree not to display or use in any manner the D-STATE Marks. 26. CUSTOMER SERVICE D-STATE provides assistance and guidance through its customer care representatives. When communicating with our customer care representatives, you may not to be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your Account and you will not be entitled to any refund of unused subscription fees. 27. PARTICIPATION AND PAYMENTS TO YOUR PAYPAL ACCOUNT (a) General. D-STATE pays Artists and Labels based on their online account (your "Billing Account") for eligible downloads made from Fans’ use of the Service. Artists and Labels agree to pay D-STATE the first fifteen cents of all downloads made under their Account by Fans or otherwise. If a download is offered for free, then D-STATE does not receive any money or revenue. For example, if one cent is received, only D-STATE will receive a payment, but if sixteen cents is received, D-STATE will receive fifteen cents and Artist or Label will receive one cent. You agree to allow D-STATE to make payments to you using PAYPAL or other selected/offered Payment Method. D-STATE reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. (b) Current PAYPAL Information Required. UPON REQUEST, YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR PAYPAL ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS), AND YOU MUST PROMPTLY NOTIFY D-STATE IF YOUR PAYPAL ACCOUNT IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE D-STATE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT D-STATE MAY CONTINUE PAY YOU UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR ACCOUNT (CONFIRMED BY YOU IN WRITING UPON REQUEST BY D-STATE), OR YOUR INDIEPIT ACCOUNT HAS BEEN TERMINATED BY D-STATE,. 28. BLOCKING OF D-STATE ADDRESSES In order to protect the integrity of the Service, D-STATE reserves the right at any time in its sole discretion to block Fans’, Artists’, or Labels’ from certain D-STATE addresses from accessing the Website. 29. COPYRIGHT POLICY You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Website; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. D-STATE’s Copyright Agent for notice of claims of copyright infringement can be reached as follows: d-State, Inc. Copyright Agent 4759 Nob Hill Drive Los Angeles, CA 90065 contact@indiepit.com 30. PRIVACY Use of the Website and/or the Service is also governed by our Privacy Policy. 31. LINKS The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because D-STATE has no control over such sites and resources, you acknowledge and agree that D-STATE is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that D-STATE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such Content, goods or services available on or through any such site or resource. 32. LINKED ACCOUNTS D-STATE permits you to associate a Www.indiepit.com username and password with your Microsoft .Net Passport ID or your AOL ScreenName ID. When you establish a linked account, you can sign into Microsoft Passport or AOL ScreenName and automatically sign into D-STATE at the same time. D-STATE is not responsible for the operation or functionality of Microsoft Passport or AOL ScreenName. Microsoft is a registered trademark of Microsoft Corporation and AOL is a registered trademark of America Online, Inc. 33. U.S. EXPORT CONTROLS Software from this Website (the "Software") is further subject to United States export controls. No Software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. 34. NO THIRD PARTY BENEFICIARIES You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. 35. GENERAL INFORMATION (a) Entire Agreement. The Agreement constitutes the entire agreement between you and D-STATE and governs your use of the Service, superseding any prior agreements between you and D-STATE with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other D-STATE services, affiliate services, third-party content or third-party software. The Agreement may not be amended except as provided for herein on the first page of Agreement. (b) Choice of Law and Forum. If there is any dispute arising out of the Website and/or the Service, by using the Website, you expressly agree that any such dispute shall be governed by the laws of the State of California, without regard to its conflict of laws provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of California, in the City of Los Angeles or Los Angeles County, for the resolution of any such dispute. (c) Waiver and Severability of Terms. The failure of D-STATE to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. (d) No Right of Survivorship and Non-Transferability. You agree that your D-STATE account is non-transferable and any rights to your D-STATE account or contents within such account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted. (e) Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or such claim will be forever barred. (f) Arbitration of Disputes. Any and all disputes, controversies or claims arising out of or relating to this agreement, or concerning the respective rights or obligations hereunder of the parties hereto shall be settled and determined by arbitration before the Commercial Panel of the American Arbitration Association in accordance with the commercial arbitration rules. Arbitration shall occur in Los Angeles, California. The arbitrator shall have the power to award specific performance, injunctive relief, reasonable attorney’s fees, costs, and expenses. The arbitrator shall also have the power to enforce the procedural rules of the Discovery Act contained in the California Code of Civil Procedure, which shall apply to any arbitration procedure. The arbitration shall be final and binding upon the parties, and judgment thereon may be entered by any competent court having jurisdiction. The section titles in the Agreement are for convenience only and have no legal or contractual effect. 36. VIOLATIONS Please report any violations of the Agreement to our contact@indiepit.com.