By visiting Let Me Hear It Music at www.letmehearitmusic.com (hereinafter the “Site”), submitting Materials or in any manner availing yourself of any services offered at, on or through the Site you signify your agreement to all terms, conditions, policies and notices contained or referenced in this agreement (hereinafter the, or this, “Agreement”). If you do not agree with any provision of this Agreement, do not use the Site or any service. Your continued use of the Site or any service following the posting of any modifications to this Agreement constitutes your express acceptance of such modifications.

Section 1.01 | Application.

This Article I applies to any Person who visits, submits Material to or in any manner avails themselves of any service offered at, on or through the site (hereinafter a “User”).

Section 1.02 | Definitions.

(a) For purposes of this Agreement the term, “Artist” shall refer to any individual or group, whether or not organized as a legal entity, that made any creative contribution to Materials you post at, on or through the Site.

(b) For purposes of this Agreement the term, “Person” shall refer to any individual, corporation, partnership, association or other group of persons, whether or not organized as a legal entity, or legal successors or representatives of the foregoing.

(c) For purposes of this Agreement the term, “Materials” shall include but is not limited to: sound recordings, musical compositions, lyrics, pictures, graphics, photographs, text, videos and other audiovisual work, album and other artwork, liner notes and all other original works of authorship.

Section 1.03 License and Site Access.

Let Me Hear It Music (www.letmehearitmusic.com) grants you a personal, revocable, nontransferable, and non-exclusive license to access and make personal use of the Site and to use the object code of the Site on a single computer, subject to the following terms and conditions:

(a) You do not, and do not allow any third party to, copy, modify, create a derivative work from, or attempt to transfer any right in the software for the Site; and

(b) You do not download (other than page caching), or modify the Site or any portion of it, without Let Me Hear It Music’s express written consent; and

(c) You do not download (other than page caching), modify or exercise any other exclusive right to any Materials posted on the Site, without a written license from the owner(s) of such Materials.

This license expressly excludes any resale or commercial use of the Site or its contents; any collection or use of any product listings, descriptions, or prices; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of any merchant; and any use of data mining, robots, or similar data gathering and extraction tools. Neither the Site nor any portion thereof may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without Let Me Hear It Music’s express written consent.   

Section 1.04 | Acceptance of Electronic Contract.

You agree that this Agreement has the same legal force and effect as a written contract with your written signature and that it satisfies any laws that require a writing or signature, including any applicable Statute or Frauds. You further agree that you shall not challenge the validity, enforceability or admissibility of this Agreement on the grounds that it was electronically transmitted or authorized. A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You acknowledge that you have had the opportunity to print this Agreement.

Section 1.05 | Submission of Material

Let Me Hear It Music welcomes the opportunity to review and evaluate your musical material (the “Material”).

Submitting Material To Let Me Hear It Music
The following information sets forth Let Me Hear It Music’s general policies and procedures for  submission of your Material. Please read the following information carefully so that you understand the conditions under which Let Me Hear It Music will review and evaluate your submitted Material.

We will only consider non-confidential submissions
You may have proprietary rights in your Material, and should therefore consider protecting it before disclosing it to Let Me Hear It Music. Please submit your information to us only after you have obtained the protection that you feel is satisfactory.  Any decision regarding these matters must be based solely on your judgment and the advice of your own lawyer or consultant.

Our policies in reviewing submissions

1. In submitting your Material to Let Me Hear It Music you are not restricted in your freedom to present the same information to other companies, and are not giving or transferring to Let Me Hear It Music any rights you have, or that you may obtain in the future to the Material.
2. Let Me Hear It Music will not consider any submission that is furnished to us on a confidential or proprietary basis. Submission of the Material does not establish a confidential relationship or contractual relationship between you and Let Me Hear It Music.
3. Anyone requesting a review and evaluation of the Material must understand that:
   
   1. However novel or unique the Material may seem to you, it may in fact not be new or unique and that the same or similar material may have been disclosed to Let Me Hear It Music by other third parties.
   2. Such Material may have been published previously in some other way or may be in public use, either of which may be sufficient to bar protection of your Material.
   3. Let Me Hear It Music may have previously been approached by a third person, may have conceived of a similar or the same material on its own, or someone else may have disclosed the same material to it.

4. Material that has not been submitted on a non-confidential basis under the terms of this Submission Agreement will not be reviewed or evaluated.  Let Me Hear It Music may retain such information for the purpose of preserving a record of what was submitted to it. Let Me Hear It Music has no obligation to return such materials to you.
5. Once Let Me Hear It Music has received confirmation that a submission is being offered under the terms of the Submission Agreement, the information will be referred to the appropriate Let Me Hear It Music material evaluation personnel for the purpose of reviewing and evaluating the Material.  If Let Me Hear It Music has an interest in obtaining additional details that you consider confidential, it will consider accepting the disclosure of such additional information under a written confidentiality agreement signed by you and an authorized officer of Let Me Hear It Music.
6. We make every effort to evaluate submissions in a timely manner. However, Let Me Hear It Music cannot indicate when its evaluation will be complete.

1.06 |  Waiver of Rights:

(a) I forever forgive and waive my right to claim and/or assert that any of the Materials have been used in any programs, recordings or musical compositions in any fashion or manner.  Without limitation, I hereby agree that in no event shall I be entitled to bring a legal and/or equitable cause of action against Let Me Hear It Music, its officers partners, affiliates, directors or subsidiaries upon the grounds of copyright infringement, unfair usage, and/or breach of an oral, implied, and/or written contract, or otherwise with respect to any purported incorporation and/or utilization of the Materials.

1.07  | Disclaimer of Warranties:

(a) You acknowledge that the Site may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and that Let Me Hear It Music shall not be responsible to you or others for any such interruptions, errors or problems or for discontinuance of any Let Me Hear It Music Service. Let Me Hear It Music provides no assurances whatever that any of your Materials will ever be accessed or used by Let Me Hear It Music, its visitors, Subscribers or sub-licensees nor, if so accessed or used, that your Materials will continue to be available for any particular length or period of time.

(b) THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LET ME HEAR IT MUSIC AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. LET ME HEAR IT MUSIC AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF ANY LET ME HEAR IT MUSIC SERVICE. LET ME HEAR IT MUSIC AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SITE. NO OPINION, ADVICE OR STATEMENT OF LET ME HEAR IT MUSIC OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. LET ME HEAR IT MUSIC AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS APPEARING ANYWHERE ON THE SITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED ANYWHERE ON THE SITE.

(c)  LET ME HEAR IT MUSIC AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND ANY SERVICE AND YOUR RELIANCE THEREON. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL, INFORMATION OR DATA THROUGH THE USE OF THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL, INFORMATION OR DATA.

(d)  SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. PROVIDED, HOWEVER, THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE LAW LIMITING OR PROHIBITING SUCH EXCLUSIONS.

1.08  | Limitation of Liability

a) NEITHER LET ME HEAR IT MUSIC NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES (TOGETHER, FOR PURPOSES OF THIS SECTION, “LET ME HEAR IT MUSIC”), ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO USE OR MISUSE OF OR RELIANCE ON THE SITE OR ANY LET ME HEAR IT MUSIC SERVICE OR ANY LINKED SITE, EVEN IF LET ME HEAR IT MUSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL LET ME HEAR IT MUSIC’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND/OR RELIANCE ON THE SITE OR ANY LET ME HEAR IT MUSIC SERVICE, FROM INABILITY TO USE THE SITE OR ANY LET ME HEAR IT MUSIC SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR ANY LET ME HEAR IT MUSIC SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED AT, IN OR THROUGH THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE OR ANY LET ME HEAR IT MUSIC SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, AND LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NONPERFORMANCE OF THE SITE OR ANY LET ME HEAR IT MUSIC SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITE OR ANY LET ME HEAR IT MUSIC SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

(b) SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. PROVIDED, HOWEVER, THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE LAW LIMITING OR PROHIBITING SUCH EXCLUSIONS OR LIMITATIONS.

(c) WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL LET ME HEAR IT MUSIC BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, EPIDEMIC, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.

1.09     NON-CONFIDENTIAL IDEA SUBMISSION AGREEMENT:
I represent and warrant that: (i) I have the exclusive right to disclose the material in this submission (the “Material”) to Let Me Hear It Music on a non-confidential basis; (ii) such disclosure will not violate any obligation that I may have to any other person or entity; (iii) the Material is my original creation; and, (iii) I am eighteen (18) years of age or older.

No confidential relationship or relationship of trust or confidence or other obligation of any type is created or implied by the receipt or consideration by Let Me Hear It Music of this Material.

Intending to be legally bound, I agree that this submission is received by Let Me Hear It Music under the following conditions:

1. I agree that Let Me Hear It Music may, solely at its discretion, disclose the Material to third parties for the purposes of review and evaluation under this Submission Agreement and that LET ME HEAR IT MUSIC shall have no obligation to make such disclosures confidential.
2. I agree to keep a full duplicate copy of all Material presented to LET ME HEAR IT MUSIC under this Agreement as a record of what has been disclosed. LET ME HEAR IT MUSIC may or may not, in its discretion, retain all materials that I submit.
3. I acknowledge that LET ME HEAR IT MUSIC is actively engaged in various businesses; I agree that LET ME HEAR IT MUSIC’s use of material containing features and elements similar to or identical with those contained in the Material shall not obligate you to negotiate with me nor entitle me to any compensation if you determine that you have an independent legal right to use such other material which is not derived from me (because, for example, such features and elements were not new or novel, or were not originated by me, or because other persons, including your employees, have submitted or may submit material containing similar or identical features and elements which you have the right to use without obligation to me).
4. In the event of any dispute concerning the Materials or concerning any claim of any kind or nature arising in connection with the Materials or arising in connection with this agreement, such dispute will be submitted to binding arbitration.  Each party hereby waives any and all rights and benefits, which he or it may otherwise have or be entitled to under the laws of the State of California to litigate any such dispute in court, it being the intention of the parties to arbitrate all such disputes.  Either party may commence arbitration proceedings by giving the other party written notice thereof by registered mail and proceeding thereafter in accordance with the rules and procedures of the American Arbitration Association.  The arbitration shall be conducted in the County of Los Angeles, State of California, and shall be governed by and subject to the laws of the State of California and the then prevailing rules of the American Arbitration Association.  The arbitrator’s award shall be final and any court of competent jurisdiction may enforce judgment upon the award. 
5. I hereby acknowledge and agree that my rights and remedies in connection with the Materials or otherwise, shall be limited to the right, if any, to seek damages at law, and I shall have no right in any event (and I do hereby waive all such rights (if any)) to seek or obtain injunctive or other equitable relief or to enjoin or restrain the production, distribution or exhibition of any programs, recording or musical compositions produced in connection with the Materials or otherwise.

This Agreement binds all parties who lawfully succeed to any of my rights in the Material.

This Agreement constitutes the entire agreement between LET ME HEAR IT MUSIC and me pertaining to this submission and supersedes any prior understanding, discussions or agreements regarding my submission. To be effective, any modification of this Agreement must be approved in writing by an authorized officer of LET ME HEAR IT MUSIC.

These terms apply to all additional disclosures submitted incidental to the original submission.