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Content Provider Agreement

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Content Provider Agreement
AmieStreet.com Content Provider Agreement

	This Content Provider Agreement (hereinafter the "Agreement") is made and entered by and between Amie Street, Inc. ("Amie Street"), the owner and operator of the website known as "Amie Street" or "Amie St." with an Internet URL of www.amiestreet.com (hereinafter the "Site"), and the Content Provider with name and email address as set forth in the "contact information" provided by the user (hereinafter the "Provider"). Amie Street and the Provider are sometimes hereinafter referred to individually as a "Party" or collectively as the "Parties."


1.00 	Effective Date.	The Agreement is effective as of the Date of Execution1 by Provider (the "Effective Date") and shall remain in effect during the Term (as detailed below in Section 3.04.  The Agreement sets forth the terms and conditions hereinafter agreed to by and between the Parties, including without limitation, the Providerâ€™s uploading of content (whether user generated or otherwise developed) onto the Site (as defined below in Section 2.00) and onto the Amie Street servers, and in connection with Amie Streetâ€™s sale or proposed sale on and through the Site, of certain musical content and the performances embodied thereon, as more fully set forth below.

1.01 	No Joint Venture or Partnership.     Provider and Amie Street are independent parties and have no partnership affiliation between or among them.  It is expressly acknowledged and agreed to by the Parties that no joint venture, partnership and/or employer-employee status is created by virtue of the Parties entering into this Agreement.




SECTION 2 - SUBMISSION OF MATERIALS


2.00 	Submission of Content.	Provider agrees to submit to Amie Street the Providerâ€™s musical recording(s) (or material(s) which the Provider has exclusive license to), with individual titles to be selected at the sole discretion of Provider, along with all applicable cover art, meta-data, and any other materials needed by Amie Street to prepare Providerâ€™s musical recording(s) for sale and distribution (hereinafter collectively referred to as the "Content") by uploading the Content directly onto the Site in accordance with the instructions for uploading provided to Provider by Amie Street and as appears on the Site. The "Site" shall include the website located at www.amiestreet.com as well as all uses of the "widget" as described below in Section 2.07(d) of the Agreement.


2.01 	Display of the Content.	     Provider hereby agrees to provide the Content, as soon as possible and without further demand, to Amie Street for sale, display, download, and/or use on the Site.  The Content shall be displayed and made available for sale, download and/use on the Site at Amie Streetâ€™s sole discretion.  Provider hereby expressly acknowledges and agrees that any additional Content that is submitted by Provider (unless and until this Agreement is revoked by either Party in writing) to the Site shall be governed by the terms and conditions of this Agreement.


2.02 	Exclusive Owner.      Provider hereby represents and warrants that Provider is the sole and exclusive holder of any and all rights in and to the Content, and/or an authorized representative or agent of the holder(s) (with written authority to act on behalf of the exclusive owner) of any and all such rights for the purposes of use/license of the Content (and the scope of such use and license) as set forth in this Agreement.  Provider represents and warrants that Provider is free to enter into and abide by the terms of this Agreement and that Provider owns and/or controls all necessary rights required to legally provide/license/offer the Content submitted to Amie Street for sale, display, download, and/or use in accordance with the terms of this Agreement.


2.03   	Indemnification By Provider. 	Provider hereby expressly agrees to and shall indemnify and hold Amie Street (and its owners, officers, directors, employees, agents and representatives and/or affiliates) harmless, including without limitation with respect to its attorneysâ€™ fees and costs, against any and all losses, damages, claims, actions and proceedings brought against Amie Street arising from the sale, display, download, and/or use of the Content, or any portion thereof, in accordance with the terms of this Agreement.


2.04 	Provider Responsibility For Content.    Provider agrees and acknowledges that Provider is responsible for any and all samples and royalty payments arising from Amie Streetâ€™s use of the Content as described in this Agreement. Provider hereby expressly warrants and represents that Provider is and shall be solely responsible for any and all applicable royalties due to the holder(s) of any rights (or sub-rights) in and to any Content by reason of any sale, display, download, sampling, infringement claims and/or use of any Content in any way and in any media now known or hereinafter discovered, including, but not limited to, master recording royalties, performance royalties and publisher royalties.  Provider further agrees to and shall indemnify and hold Amie Street (and its owners, officers, directors, employees, agents, representatives and/or affiliates) harmless against any and all losses, damages, costs, claims, actions and proceedings, including without limitation attorneysâ€™ fees and costs, or resulting from the services of the artists, musicians, song writers, and any other rights holder(s) whose work (or a portion of whose work) Provider submits to Amie Street for sale, display, download, and/or use.


2.05     Content Is Unencumbered.   Provider further warrants and represents that there are no liens, encumbrances and/or obligations upon and/or in connection with any master recording underlying any performance submitted as Content (hereinafter each a "Master" and collectively "the Masters"), and/or in connection with any submitted performances that are not specifically set forth herein.  In addition to the representation and warranty that the Provider has the unfettered authority to provide said Content to Amie Street, Provider hereby represents that the Content is unencumbered by any liens or encumbrances to Providerâ€™s title and/or right to license or provide same to Amie Street.  


2.06   Provider To Pay For Mechanicals.    Provider hereby agrees and warrants that Provider is required to obtain all necessary mechanical licenses from the copyright owner(s) of the compositions embodied on all Masters, to pay mechanical license fees, and synch license fees, which are and/or may become properly due by reason of the sale of Content derived from any and all Masters. In the event that Provider is the copyright owner of any composition and/or compositions embodied on said Master, Provider warrants and represents that Provider has issued to itself the necessary documents required by the copyright office. 


2.07 	Grant of Rights.   During the Term (as defined herein) or any extension thereof, Provider hereby grants to Amie Street, for the term of this Agreement, the following rights:
	(a) 	the non-exclusive right to electronically distribute in the Universe via the Site, without any limitation not specifically set forth herein or hereinafter, in and to the Masters and all electronic copies thereof and in and to the performances embodied thereon including but not limited to the right to make, cause and/or otherwise effect Digital Audio Transmissions and Digital Phonorecord Deliveries of the Licensed Masters ("Electronic Distribution") without any digital rights management restrictions. The term "Digital Audio Transmission" shall mean a transmission that embodies a sound recording including the performance thereof. The term "Digital Phonorecord Delivery" shall mean each individual delivery of a phonorecord by digital transmission of a sound recording which results in a specifically identifiable reproduction by or for any transmission recipient of a phonorecord of that sound recording. The term "Licensed Masters" shall mean all sound recordings owned or controlled by the Provider at any time during the Term.
(b)	the non-exclusive right during the Term, throughout the Universe via the site, to use, reproduce, display, perform, distribute, transmit, publicly and privately, by any and all means and in any and all media now known or hereafter devised without any digital rights management restrictions: (i) the names, approved likenesses and biographical information (including professional, group, and other assumed or fictitious names) of any and all persons performing on or rendering services in connection with the creation of Licensed Masters, as well as of the Label (hereinafter collectively the "Name and Likeness"); (ii) any artwork, drawings, photographs, liner notes and/or other graphical materials furnished or identified by Label for Amie Streetâ€™s use hereunder (hereinafter collectively the "Artwork"); and (iii) any trademarks, service marks and/or trade names embodied in the foregoing (hereinafter collectively the "Marks"). No so-called "merchandising rights" in and to the Artwork, Name and Likeness and/or Marks are granted by Provider hereunder to Amie Street.
	(c)	the non-exclusive right and license during the Term throughout the Universe, via the Site, to use, reproduce, distribute, display, deliver and transmit, publicly and privately, by any and all means now known and/or hereafter devised, the lyrics of the Controlled Compositions (as defined herein) embodied in the Licensed Masters, solely for the purpose of promoting the Licensed Masters or facilitating the exercise of the rights of Electronic Distribution of the Licensed Masters. The term "Controlled Compositions" shall mean any and all musical works embodied in the Licensed Masters which are owned and/or controlled, directly or indirectly, by Provider, collectively or individually.  
	(d)	The rights granted to Amie Street herein shall specifically include the right to use the Amie Street media player (aka "widget") on the Site, through the Site, and/or in any other way related to the Site.  For example, and without limitation, the right to use an embedded player on www.myspace.com to play, sell and download the Provider Content, which is linked to the Site.  In addition and for the sake of clarity, the aforementioned grant of rights to Amie Street shall specifically include the right to use and/or sell the Provider Content through the websites of any of Amie Streetâ€™s partners, affiliates or licensees, understanding that the Provider Content shall remain on the Amie Street Network or database (the "Back End") despite the appearance of a non-Amie Street branded player (the "Front End").  Provider acknowledges and agrees that the within grant of rights shall include a grant to Amie Street authorizing Amie Street to "whitelabel" the Provider Content on the Front End while maintaining the Provider Content on the Back End.
	(e)	In addition to the rights granted in Section 2.07.1 through 2.07.6 of this Agreement, Provider hereby assigns, transfers and grants to Amie Street, for the Term of this Agreement, the non-exclusive, worldwide right and license to sell, display, download, distribute and/or use, in accordance with the terms of this Agreement, including, without any limitation, not specifically set forth hereinafter, the following:
	
2.07.1 	The right to sell the Content provided to Amie Street by Provider, and all or any parts thereof, edited and/or excerpted by any means whatsoever, for the Term of this Agreement.




2.07.2 	The right to sell, and/or refrain from selling, the Contents of any Master, for any reason in Amie Streetâ€™s sole discretion and judgment.


2.07.3 	The right to use and publish and to permit others to use and publish the names, likenesses and photographs of all persons who performed in the recording of the Master(s), in connection with the sale and exploitation of Content of the performance(s) produced from the Master(s).



2.07.4 	Provider agrees to utilize and provide Providerâ€™s best efforts to include, as soon as possible, a link to the Site from any website related to Provider and/or owned, operated, or maintained by Provider and/or on Provider's behalf.


2.07.5 	As used herein, the term "use" as it applies to the Content includes, without limitation, the right to stream musical and/or other Content at no additional cost or charge to Amie Street. The term "use" shall also include Amie Streetâ€™s use of Content titles and artist names in connection with a "music market" to be utilized by users of the Site wishing to invest and/or speculate in the popularity of any Content offered for sale on the Site, at no additional cost or charge to Amie Street. This Section 2.07.5 refers to RECs and the Amie Street recommendation system.


2.07.6 	Amie Street shall have the right, and throughout the Term of this Agreement shall continue to retain the right, to remove from the Site any and all Content for any reason whatsoever, including without limitation Content that Amie Street deems, in Amie Street's sole discretion and judgment, to be illegal, unsafe, scandalous, obscene, libelous and/or of a morally deviant nature, and/or otherwise inappropriate, without any claim, recourse and/or right by Provider. Content uploaded to the Site shall remain on the Site unless removed by Amie Street in accordance herewith, and/or requested to be removed by Provider, in writing.  If Provider requests that the Content be removed from the Site, Provider shall state in writing the reason for the removal request.  Amie Street will, within sixty (60) calendar days of receipt of Providerâ€™s written notice, remove the Content from the Site. However, it is expressly agreed that Provider shall not be permitted to request removal of Content submitted to the Site under the terms of this Agreement for a period of at least sixty (60) calendar days from the date Provider uploads such Content onto the Site (hereinafter the "Upload Date").




SECTION 3 - REMITTANCE OF SALES, TERMS AND OTHER MISCELLANEOUS PROVISIONS

3.00    Amie Streetâ€™s Retained Percentage.    In full and complete consideration of the performance of all the terms and provisions to be performed by Provider, and for all the rights granted to Amie Street hereunder, Amie Street agrees to pay to Provider an amount (the "Provider Payment") equal to the sales price of any Content sold on the Site (or by virtue of any partnership with Amie Street) to any third party ("Sales Revenue"), minus a fixed percentage of no greater than thirty percent (30%) of such Sales Revenue ("Retained Percentage") per song.  In addition, an initial one-time listing fee ("Listing Fee") of no greater than Five Dollars ($5.00) per unit of Content will be deducted from the Sales Revenue.  For the sake of clarity, the Provider Payment is seventy percent (70%) of the Sales Revenue after the Listing Fee for each unit of Content sold on the Site is deducted from the Sales Revenue.


3.01 Change In The Retained Percentage.   The Retained Percentage is subject to change by Amie Street, in Amie Streetâ€™s sole discretion and judgment, upon prior written notice to Provider, including notice via email, text message, etc., provided however, that no increase shall be effective during the first one hundred twenty (120) calendar days from the Upload Date. Notwithstanding the aforementioned, the Provider retains the right to opt out of the service, by providing written notice to Amie Street, within fifteen (15) calendar days of Amie Streetâ€™s notice to Provider of said increase, if an increase in the Retained Percentage is found to be disagreeable to the Provider after consultation and discussion with Amie Street.


3.02   Content Pricing. Provider agrees and acknowledges that Amie Street shall have the sole right to set the price of the Content (without notice to Provider), which price, in most cases, will be determined by the demand-based Amie Street Ascent AlgorithmTM (the "Algorithm"). Provider also acknowledges and agrees that the price shall fluctuate (up or down) according to demand for Provider's Content in accordance with application of the Algorithm. According to the Algorithm as currently contemplated, all songs start with a price of zero cents (0Â¢) and rise according to their demand. However, Provider hereby acknowledges and agrees that Amie Street shall have the unfettered right, in its sole discretion and judgment with respect to the pricing of the Content which shall be provided by Provider to Amie Street for sale on the Site in the interest of maximizing revenues to the Provider and to Amie Street. In addition, Provider hereby acknowledges that Amie Street shall have unfettered discretion and the right to, from time to time, evaluate the sales volume and/or other sales statistics to determine whether to provide a discounted album and/or other combined offer price to End Users. In the event Amie Street believes that an "album price" is justified and in line with the mutual goal of maximizing revenues, it is hereby acknowledged that, without further notice to and/or consent from Provider, Amie Street shall have the unfettered right, in its sole discretion and judgment, to reduce the retail price of the tracks or of the combined album price to a price set by Amie Street in Amie Street's sole discretion and judgment.


3.03   Payment Timeframe.     No later than thirty (30) calendar days after the end of a Pay Period, which is to be no longer than three (3) calendar months, and assuming the receipt by Amie Street of Sales Revenue from downloaded Content, Amie Street shall make the Provider Payment due Provider pursuant to Sections 3.00 and 3.02 above.  This obligation shall be in effect so long as there is at least Ten Dollars ($10.00) in Provider Payment from the sale of Providerâ€™s Content during the preceding Pay Period.  If the Provider Payment is not at least Ten Dollars ($10.00) from the sale of Content through the Site for a given Pay Period, then Amie Street shall be entitled to retain that revenue and apply it to each successive Pay Period until Provider has earned at least Ten Dollars ($10.00) of cumulative Provider Payment. Once Provider has earned at least Ten Dollars ($10.00) in cumulative Provider Payment, including any cumulative Provider Payment from prior Pay Periods, Amie Street shall pay the Providerâ€™s Payment to Provider no later than three (3) calendar months thereafter. In the event that this Agreement is terminated, Amie Street shall pay the Providerâ€™s Payment no later than three (3) calendar months thereafter, provided that Provider has made a written demand of same to Amie Street.


3.04   Changes to Provider Notice Information.   Provider acknowledges that Provider is responsible for immediately notifying Amie Street, in writing, of any address and/or notice changes where Provider is to receive payment and/or notice.  Provider assumes all responsibility with respect to advising Amie Street of any change in notice address.  In the event a Provider Payment does not reach Provider due to a failure of Provider to provide updated mailing address information or updated PayPal account information to Amie Street, Provider hereby absolves Amie Street from any and all liability in connection with such failure.  


3.05   Term.     The initial term of this Agreement ("Initial Term") shall consist of a period of two (2) calendar years commencing on the Effective Date listed above.  The Term shall be automatically extended for consecutive periods of one (1) calendar year ("Additional Term"), unless terminated by either Party by written notice to the other Party at least sixty (60) days before the end of the then applicable term. The Initial Term and the Additional Term are herein collectively referred to as the "Term"). As set forth above in Section 2.07.6, this Agreement may be cancelled upon sixty (60) calendar days advance written notice by either Party after an initial term of sixty (60) calendar days.  It is hereby acknowledged by Provider that the Providerâ€™s Content shall be offered for sale through the Site (and through Amie Streetâ€™s Strategic Network Partners, if separately agreed to by the Parties) until this Agreement is validly terminated by either Party hereto. If not validly terminated by either Party, this Agreement will renew thereafter automatically on the same terms and conditions for additional successive annual periods without the need for further action by either Party.


3.06    Cookies and Other Personal Information.     It is hereby agreed to and acknowledged by the Parties that in order to better serve its customers and Providers, Amie Street shall have the right to compile and use statistics related to the sale of Providerâ€™s Content and of Providerâ€™s purchases to better understand the Provider and his/her preferences, etc.  Amie Street hereby expressly reserves the right to collect information about its users, including, without limitation, information about its Provider, via cookies and recorded data from Amie Streetâ€™s servers and/or partners. 


3.06.1	 Sale of Information.    It is expressly agreed to by the Parties to this Agreement that it is permissible for Amie Street to provide and/or sell any or all of the collected information to Amie Streetâ€™s business partners, in Amie Streetâ€™s sole discretion and judgment, without the necessity of notice to, approval by, and/or compensation to Provider; provided, however, except as otherwise provide on the Site, that in accordance with Amie Streetâ€™s Privacy Policy, as set forth elsewhere on the Site, Amie Street will take reasonable steps to avoid knowingly disclosing its Providersâ€™ names, addresses, telephone numbers, email addresses, banking information and/or address without first notifying Provider in advance in sufficient time to allow its Providers to object and to legally prevent Amie Street from disclosing said information.  


3.06.2	 Privacy Disclaimer.  In addition, by using this Site, Provider acknowledges and agrees that Internet transmissions are never completely private or secure.  Provider acknowledges and understands that any message and/or information sent to Amie Street may be read and/or intercepted by others, even if there is a special notice that a particular transaction or transmission (for example, credit card information) is encrypted.  


3.07 Taxes, Interest and/or IRS Penalties.   It is hereby acknowledged by the Provider that Provider shall be fully responsible for any and all taxes, interest and penalties arising from receipt by Provider of any Provider Payment from Amie Street.  In addition to the general indemnification granted elsewhere by Provider to Amie Street, Provider hereby agrees to indemnify and hold Amie Street, its officers, directors, shareholders, predecessors, successors-in-interest, employees, agents, subsidiaries and affiliates, harmless from any and all demands, losses, liabilities, claims and/or expenses (including attorneysâ€™ fees and costs), made against Amie Street by any third party due to, or arising out of, and/or in connection with Providerâ€™s uses of the Site.




SECTION 4 â€“ RESPONSIBILITY OF PROVIDER FOR CONTENT


4.00 Provider agrees to and shall be responsible for any costs, attorneysâ€™ fees, costs and/or damages incurred or assessed against Amie Street and its owners, officers, directors, employees, agents and representatives because of and/or arising out of any action taken in response to, and/or suggested by, Providerâ€™s Content, including, but not limited to, suggestions and/or or inducements that a listener should and/or engage in any illegal, unsafe, scandalous, obscene, libelous or morally deviant and/or otherwise inappropriate behavior.


4.00.1	Provider agrees to and shall indemnify and hold harmless Amie Street (and its owners, officers, directors, employees, agents and representatives), and Provider agrees to and shall pay any defense costs, attorneysâ€™ fees and costs as well as any and all damages and/or payments assessed against Amie Street on account of any illegal, unsafe, scandalous, obscene, libelous, morally deviant and/or otherwise inappropriate material contained in Provider's Content.


4.01 	Amie Street shall not be responsible for editing any Content and Provider will have no editorial control over the Content after its submission. However, Amie Street retains the right, in its sole discretion and judgment, to delete and/or decline to use any Content that in Amie Streetâ€™s opinion is illegal, unsafe, scandalous, obscene, libelous, morally deviant and/or otherwise of an inappropriate nature.


4.02 	Provider agrees and warrants that Provider shall immediately notify Amie Street, in writing to the notice address listed herein, if any claim of infringement, obscenity, incitement, and/or any other legal action is brought against Provider in connection with any Content, including, without limitation, any claim pursuant to Sections 2.01, 2.02, 2.03, 2.04, 2.05 and 3.06.


4.03 	This Agreement is personal to Provider. Provider may not assign and/or otherwise transfer Providerâ€™s rights and duties under this Agreement without prior written notice to Amie Street and written consent of Amie Street. Any such purported assignment without such notification is null and void.  




SECTION 5 - CHOICE OF LAW AND DISPUTE RESOLUTION

5.00    Choice of Law.    Provider hereby agrees and acknowledges that this Agreement shall be deemed to have been made and entered into in the State of New York and shall be interpreted and governed by the laws of that state, without regard to its conflict of laws provisions.  Provider agrees and submits to the personal jurisdiction and venue in the state and/or federal courts in the City and State of New York.  Notwithstanding the statutory period of limitations provided for in New York, it is hereby acknowledged and agreed by the Provider that any claim under and/or in connection with this Agreement related to allegations that Amie Street breached the Agreement shall be brought within one (1) year after the cause of action accrues, or such claim or cause of action shall be time-barred.  In the event of any controversy or dispute between Amie Street and Provider arising out of or in connection with the use of the Site, the Parties shall attempt, promptly and in good faith, to resolve any such dispute.  If the Parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) calendar days), then either Party may submit such controversy or dispute to the Dispute Resolution procedures set forth below in Section 5.01.


5.01   Dispute Resolution.   If any disputes and/or differences whatsoever shall arise between the Parties in connection with the compliance, interpretation and/or enforcement of this Agreement, any and all such disputes and/or differences shall be submitted to mediation in New York City, New York, before a mediator mutually selected by the Parties.  If mediation is not successful, or within thirty (30) calendar days, whichever occurs first, either Party may request the dispute be submitted to final and binding arbitration, in New York City, New York, before an arbitrator mutually selected by the Parties.  If the Parties cannot mutually agree upon the selection of an Arbitrator within two (2) weeks, the Parties shall select an Arbitrator from a list supplied by the American Arbitration Association ("AAA") for commercial disputes. The Arbitrator chosen shall be bound by the express terms of this Agreement, except as necessary to comply with the requirements of applicable case law, and shall hear and determine all disputes as presented to him or her as expeditiously and economically as possible. To the extent consistent with applicable statutory and case law, the Prevailing Party in any action, proceeding and/or arbitration shall be entitled to recover not only the amount of any damages, judgment, award and/or settlement in favor of said Party, if any, but also such other damages, costs and expenses as may be actually incurred by said Party, including without limitation arbitration costs, Court costs, reasonable attorneys' fees, expert witness fees and/or consultant fees incurred in connection with such action, proceeding or arbitration. Any award of the Arbitrator shall be final and binding and may be confirmed as a final judgment in any Court of competent jurisdiction in New York. The courts of the State of New York shall have the exclusive jurisdiction over the Parties and their property to enforce any resolution and/or the award of the Arbitrator. Provider hereby waives any challenge to venue, including forum non-conveniens.




SECTION 6 - WARRANTIES AND DISCLAIMER OF WARRANTIES

6.00 	Limitation of Warranty and Damages.  NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND/OR ARISING HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT (INCLUDING WITHOUT LIMIATION, NO REPRESENTATION OR AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING SUITABILITY FOR USE OR PERFORMANCE OF THE PLATFORM OR THE AFFILIATE TECHNOLOGY), WHETHER MADE BY A PARTY'S REPRESENTATIVE, EMPLOYEE OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY THAT PARTY FOR ANY PURPOSE, AND/OR GIVE RISE TO ANY LIABILITY OF THAT PARTY. THE TOTAL AGGREGATE LIABILITY OF AMIE STREET TO THE PROVIDER FOR ALL CLAIMS ARISING OUR OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED ALL FEES AND COMMISSIONS COLLECTED OR DUE HEREUNDER.


6.01   Technical Errors Not a Material Breach.    It is hereby acknowledged and agreed to by the Parties that the Internet is sometimes unreliable, slow and/or inactive.  As such, the Parties agree that Amie Street shall not be responsible for any delays and/or errors in fulfilling orders for Providerâ€™s Content caused by Amie Streetâ€™s Internet connection, equipment (including server) failure, distributors and/or delivery services and/or by Acts of God, and/or any other cause beyond the control of Amie Street. Amie Street shall not be responsible for any failure to list the submitted Content due to transmission errors and/or any other cause beyond the control of Amie Street.


6.02    Inadvertent/Minor Errors Not a Material Breach. It is hereby acknowledged and agreed to by the Parties that, although Amie Street uses its best efforts to accurately account, there may be minor, inadvertent accounting errors due to the number of transactions processed by Amie Street, coupled with the fractional dollar amount of many of these transactions.  Provider will have the right to request, not more than once per calendar year and at Provider's sole expense, an audit of Amie Street's records to verify the accuracy of Amie Street's accounting in regard to Provider's Content  ("Audit Request").   Such Audit Request is subject to Amie Street's agreement, which may be withheld in Amie Street's sole discretion and judgment.  Should Provider's request be granted by Amie Street in its sole discretion and judgment, an audit will occur at the place where Amie Street maintains such records, during Amie Street's normal business hours and with at least thirty (30) calendar days prior notice. In the event that accounting errors are found, Amie Street  reserves  the right to address and rectify the  alleged errors within fifteen (15) business days.  Any audit, objection relating to any accounting statement, and/or claim arising therefrom, must be made (and claim, mediation and/or lawsuit commenced) no later than one (1) calendar year after the date of the Pay Period in question. Provider hereby waives any longer statute of limitations that may be permitted by law. Provider agrees that in the event Provider brings legal action against Amie Street for a purported breach of the Agreement due to a failure to provide an accurate accounting, and a financial review or audit of Amie Street's books and records yields a finding that the difference between the accounting provided by Amie Street to Provider and the auditor's findings is five percent (5%) or less, then Provider agrees to reimburse Amie Street for Amie Streetâ€™s actual attorneys' fees, costs and disbursements incurred in connection with the Provider's action and/or audit.




SECTION 7 - NOTICE


7.00 Except as set forth above in Section 3.00 as to notice by e-mail, all notices and/or demands concerning material obligations and claims of breach, provided for and/or permitted under this Agreement shall be made in writing and either be (i) personally delivered or (ii) sent by postage prepaid certified mail, return receipt requested, or (iii) delivered by courier service.


Notice to Amie Street shall be as follows: 

Amie Street, Inc.
Attn: Chief Content Officer
526 46th Avenue, 2nd Floor
Long Island City, NY 11101


With Courtesy Copy to:
The Law Offices of Burton F. Boltuch
The 555 City Center Building
555 12th Street, Suite 1440
Oakland, CA 94607-4046



Notice to Provider shall be as set forth in the "contact information," and Provider agrees that this information is current and accurate to the best of Providerâ€™s ability.  





SECTION 8 - COMPLETION AND ALTERATION


8.00 	This Agreement shall be deemed executed by the Parties hereto, and all of the terms and conditions set forth herein shall be deeded acknowledged and accepted, upon Provider clicking the "I Agree" button as set forth on this Site.


8.01 	This Agreement represents the entire understanding between the Parties and supersedes all previous versions of the Agreement. Any previous Agreement between the Parties is hereby revoked. Notwithstanding the foregoing, this Agreement may be modified from time to time by Amie Street provided that Amie Street provides prior written notice to be delivered to the Content Provider.  In the event that Provider does not formally object to the modified Content Provider Agreement in writing, within ten (10) calendar days of delivery to the Providerâ€™s registered electronic mail address (provided to Amie Street by Provider) (the "Consent Period"), said modified Content Provider Agreement shall be deemed accepted without further notice.  In the event Content Provider objects in writing (prior to the expiration of the Consent Period) to the modification and/or revisions, Amie Street shall have ninety (90) calendar days to remove the Provider Content upon written demand by Provider.  




SECTION 9 - HEADINGS
9.00 The headings in this Agreement are descriptive only.




SECTION 10 - AUTHORITY TO EXECUTE
10.00 Each individual signing this Agreement (either on paper or electronically), whether signed individually or on behalf of any person and/or entity, warrants and represents that the individual has full authority to so execute this Agreement on behalf of the Party on whose behalf he or she signs. Each of the Parties separately acknowledges and represents that this representation and warranty is accurate and is an essential and material provision of this Agreement and shall survive the execution of this Agreement.




SECTION 11 - SURVIVAL
11.00     The rights and obligations set forth above in Sections 1.01, 2, 3, 4, 5, 6, 7 and 8 shall survive the termination of this Agreement, as necessary.





SECTION 12 - MODIFICATION
12.00    Except for the contact information set forth above in Section 7, this Agreement may not be amended and/or modified in any respect whatsoever except by a writing duly executed by the Parties, and the Parties agree that they shall make no claim(s) at any time that this Agreement has been orally amended and/or modified.
WHEREFORE, this Agreement has been entered into as of the Effective Date.
I agree to these terms
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