In order to submit music or other Materials and participate in ItsFun.com's On Line Digital Music System (the "Service"), you must enter into this Agreement. ItsFun.com Inc. shall be referred to in this agreement as "we" or "ItsFun.com", and "you" shall mean the individual or entity submitting materials to ItsFun.com. Any individual or entity that wants to use the Service must accept the terms of this Agreement as is. Any agreement returned that incorporates any change made to this agreement by you will render this agreement null and void.

1) Ownership Requirement. You may only submit Materials to the Service for which you own or control all intellectual property rights. You must either own all the rights in the sound recording (including rights in the performance embodied in the sound recording) and the musical composition (the music and words) or have the express written authorization of the person or entity who does own those rights, for all songs and/or materials you submit to us. Therefore, if you have recorded a song being placed on the Service that has been written by someone other than yourself, you may not submit it to us without also submitting a document signed by the composer or entity and/or any other third parties having a controlling interest in the composition, demonstrating the authorization. You must have all rights, including without limitation, all copyrights, trademark rights and publicity rights of third parties, to any and all Materials that you submit to ItsFun.com. You must pay all necessary royalties (including but not limited to all mechanical copyright royalties, and artist royalties), including all sums payable to producers of those Materials (and/or other similar third party royalty participants). Additionally, the Service is limited to parties that lawfully can enter into and form contracts under applicable law. Minors may not submit Materials to the Service.

2) Fees. For a period of one year (the .Initial Year.) from the time you submit this agreement to us along with our receipt of a one-time set up fee of $0.99, ItsFun shall pay to you 50% of the proceeds generated from sales of your Album (or Materials, as the case may be), less any Hard Costs incurred by ItsFun. The term "Hard Costs" means credit card fees incurred by ItsFun.com in the event you pay your set up fees by credit card, and any licensing fees incurred by ItsFun. You may submit additional Albums (or Materials) for $0.99 per each additional Album (or Materials). Each Album may contain up to 15 songs on it, so long as the entire Album does not exceed 75 minutes in playing time. If you wish to, you may submit an Album (or Materials) with up to 25 songs and up to 125 minutes in playing time for an additional $0.99. The price of your Album (or Materials) shall be determined solely by you. This paragraph 2 shall be subject to paragraph 2(a) below. (This means that payments based on the licensing of your materials to any third party licensees shall be payable based on paragraph 2(a) below, and not this paragraph 2).

(a) Third Party Licensees. On Materials licensed by ItsFun.com or its affiliates/principal licensees on a flat.fee or a royalty basis for the sale of Albums (or Materials as the case may be) or for any other uses, in lieu of the payments pursuant to paragraph 2 above, ItsFun.com shall pay you an amount equal to fifty percent (50%) of the Net Flat Fee or Net Royalty, as applicable, from such exploitation of the Materials.

3) Grant of Rights. You hereby grant to ItsFun.com and its Affiliates (and to any individual or entity designated or otherwise engaged by ItsFun.com or its Affiliates acting on our or any Affiliate's behalf) a nonexclusive, worldwide, royalty-free license to do the following: (a) encode or otherwise convert the Materials into such formats, such sizes and in any Media as may be required by ItsFun.com and its Affiliates to carry out the Service,(b) reproduce, distribute, transmit, publicly perform, and publicly display the Materials, in whole or in part, in any manner and Media, (c) create compilations that include the sound recordings and musical compositions included in the Materials and reproduce, distribute, transmit, and publicly perform such compilations, in any manner and Media, (d) create samples of any sound recording and musical composition included in the Materials and reproduce, distribute, transmit, and publicly perform such samples, in any manner and Media, and (e) to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Materials, to be used solely in connection with the Service and the Materials.

4) Guidelines. You agree to submit Materials to us in accordance with all specifications regarding submission of Materials posted on the ItsFun.com Web site or of which you are otherwise notified ("Specifications") and to abide by all guidelines for use of the Service posted on the ItsFun.com Web site or of which you are otherwise notified ("Guidelines"), as these Specifications and Guidelines may be changed in the future. You further agree that you will not upload, post, e-mail or otherwise transmit Materials to us or our Affiliates that contain 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.

5) Definitions. As used in this Agreement, (a) "Affiliates" means any entity controlled by, in control of, or under common control with ItsFun.com, (b) "Materials" means all content that you submit to ItsFun.com, including all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, and video, (c) "Media" means any means of conveying information, including, without limitation, the Internet, Compact Disc ("CD"), DVD, MiniDisc or other portable media, whether now known or hereafter devised, (d) The term "Net Royalty" or "Net Flat Fee" shall mean the gross royalty or gross flat fee, as the case may be, received by ItsFun.com in the United States from a person, firm or corporation solely attributed to the exploitation by that person, firm or corporation of rights in the applicable Materials, less all costs paid or incurred by ItsFun.com in connection with the exploitation of those rights and the collection of those monies, and less all royalties or other sums payable by ItsFun.com to any person, firm or corporation in connection with the exploitation of those rights.

6) Termination. You may terminate this Agreement by providing 30 days prior written notice to us that includes the following information: (a) a statement that you are terminating this Agreement, and (b) your desired effective date of termination. The notice may be sent by e-mail to termination@ItsFun.com. The 30-day termination period will commence upon our actual receipt of your notice. Termination shall be effective upon the later to occur of the expiration of the 30-day termination period or the desired termination date specified in the written termination notice. Upon termination, all licenses granted herein will terminate, except that ItsFun.com and its Affiliates may continue to produce and distribute after the termination any tangible items or products, such as promotional brochures or CDs, that were developed prior to the termination date and that include your Materials. ItsFun.com may terminate this Agreement immediately at any time. We will send you notice by e-mail of any such termination.

7) Representations, Warranties and Indemnities. You represent and warrant to ItsFun.com and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to ItsFun.com by you, and ItsFun.com's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by ItsFun.com and its Affiliates as permitted hereunder, including but not limited to the right to reproduce, distribute and publicly perform any sound recording or musical composition included in the Materials, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or violate any law, and you further agree that you shall submit no such Material and, (f) all factual statements included in the Materials or otherwise submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold ItsFun.com. and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph.

8) Reservation of Rights/Changes to Agreement. Although we have the right to include your Materials in the Service or in any Media, we do not have the obligation to do so. We may, in our sole discretion and for any reason, refuse the Materials or remove them from our Service at any time. We reserve the right to change any of the terms of this Agreement or any Specifications or Guidelines governing the Service at any time in our sole discretion. All changes will be effective upon posting to the Service. However, for all changes to this Agreement, excluding Specifications and Guidelines, we will post a notice of change for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. YOUR CONTINUED USE OF THIS SERVICE FOLLOWING OUR POSTING OF ANY CHANGES SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

9) Waiver. ITSFUN.COM. AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF (OR KNEW OR SHOULD KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES.

10) Disclaimer. ItsFun.com. PROVIDES THE SERVICE "AS IS" WITHOUT WARRANTY OF ANY KIND. Without our prior written consent, you may not use our intellectual property, including, without limitation, our trademarks, trade names, trade dress, or copyrighted material, in any manner.

11) Miscellaneous. This Agreement will be governed by the laws of the United States of America and the State of Arizona, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Phoenix Arizona, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently. The Specifications and Guidelines (including all future changes) are incorporated by reference into this Agreement. This Agreement is in addition to, and does not supersede or modify, the terms and conditions of use of the ItsFun.com. web site.

BY SUBMITTING THIS AGREEMENT TO ITSFUN.COM YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED HEREIN INCLUDING ALL SPECIFICATIONS AND GUIDELINES INCORPORATED BY REFERENCE.