REVERB STORE IS A PROGRAM PROVIDED BY REVERBNATION.COM, OWNED AND OPERATED BY EMINOR, INC. (HEREINAFTER REFERRED TO AS "OUR", "WE" OR "US"), PURSUANT TO WHICH YOU CAN CREATE YOUR OWN CUSTOMIZED ONLINE STORE AND CUSTOMIZED PRODUCTS TO SELL THROUGH THE STORE. IF YOU WOULD LIKE TO PARTICIPATE IN THE REVERB STORE PROGRAM, PLEASE REVIEW THE TERMS AND CONDITIONS LISTED BELOW (THE "AGREEMENT"). IN ORDER TO PARTICIPATE IN THE REVERB STORE PROGRAM YOU MUST ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. AFTER READING THE TERMS, IF YOU AGREE TO THEM, PLEASE INDICATE YOUR DECISION BY CLICKING ON "I AGREE" AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON "I DO NOT AGREE" AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.

The Reverb Store program is a program whereby you can create and customize your own online store. We offer this program in conjunction with Inhance Media, Inc. and your online store will be co-branded by us and Inhance Media, Inc. The Reverb Store program will provide you with free tools and other services (the "Reverb Store Services"), which will, among other things, allow you to create your online store and to design merchandise, CDs, T-shirts and other promo items, ringtones (for sale only in those countries where ringtones can be sold) and downloads (collectively, "Products"). You can provide widgets and links to connect consumers to your customized store (the "Store"), and we will take care of the manufacturing and distribution of all products. Your Store will enable you to sell custom-designed products, both physical and digital, "on-demand" directly to fans using portable, customizable storefronts deployable worldwide as embeddable widgets in social networks, blogs, websites and email. Your Store will provide a one-stop-shop ecommerce solution for custom promotion, manufacturing, distribution and sale of Products of your choice.

1. REVERB STORE ACCOUNT.

If you participate in the Reverb Store program (the "Program"), you will be required to use your existing ReverbNation user name and password to access and use the Reverb Store Services to set up your personalized Store.

2. TERMS AND CONDITIONS OF USE. The Program is subject to the ReverbNation Terms and Conditions of Use ("Site Terms and Conditions of Use") in addition to these Terms and Conditions.

3. RESTRICTIONS AND RESPONSIBILITIES.

You must use the Reverb Store Services in a manner that demonstrates common sense and respect for the rights of us and third parties and in accordance with applicable laws and regulations. You will be solely and exclusively responsible for ensuring that any content or materials that you submit to we for use with your Products ("Content"), comply with the terms and conditions of this Agreement and the Site Terms and Conditions of Use, as well as all applicable laws, regulations and rules. You will not design, produce, market or sell a Product that, as determined by us in our sole and absolute discretion:

(i) is generally offensive or inappropriate (keep in mind that we are strongly in favor of freedom of expression, but at the end of the day, we need to be able to have sole discretion to remove certain content);

(ii) is unlawful, would constitute, assist or encourage a criminal offense, or that would violate any local, state, national, or international law, rule or regulation;

(iii) you do not have the lawful right to design, produce, market, sell or distribute;

(iv) misrepresents your affiliation with any person or entity;

(v) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity;

(vi) is libelous, defamatory or slanderous;

(vii) is obscene or pornographic; or

(viii) is harmful to, or exploitative of, minors in any way.

While we have no obligation to monitor the transactions made through your Store, we reserve the right to cancel any such transaction or take any other action to restrict access to or the availability of any material that may be considered to be objectionable, without any liability to you or any third party.

4. LICENSING YOUR CONTENT

In using any of your Content in connection with your Store, you grant us a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content, in all media existing now or created in the future: (a) to permit you to use the Reverb Store Services to design, produce, market and sell Products through your Store, and (b) to permit us to promote, advertise and distribute your Products through your Store. Without limitation, this promotion, marketing, or advertising may consist of:

(i) creating promotional "streams" of audio or video Content and making such streams of your Content (in the form of clips) available for you to publish on your ReverbNation page, Facebook page, etc.;

(ii) providing order fulfillment services for Products, including, without limitation, payment processing and shipping and handling services;

(iii) promoting, selling, distributing, and/or delivering your songs, as individual tracks or entire albums, to purchasers;

(iv) offering and selling Content as alert sounds, ringtones and/or ringback tones;

(v) displaying and electronically delivering artwork used in connection with your Content; and

(vi) using Content (including artwork) and metadata as may be reasonably necessary or desirable for us to exercise our rights under Agreement.

This section only licenses us the right to use your Content for the purposes stated above, and does not give us any ownership rights in or to your songs.

5. NAME AND LIKENESS; PROMOTIONAL USE AND OPPORTUNITIES

We may use and authorize others to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers, and/or songwriters, in any marketing materials for the sale, promotion and advertising of the applicable Content which is offered for sale or other use (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits and performances of the applicable artist or band in connection with the sale or licensing of Content and Products). We have the right, but not the obligation, to market, promote and advertise the Content and Products, and we make no guarantees whatsoever about there being any minimum sales or uses of any Content or Products. You represent and warrant that (i) you have obtained written privacy and publicity rights releases from each and every person who is depicted or featured as a performer in any of your Content; (ii) you have been granted the right to use and exploit such likenesses, images and voices in any way you desire; and (iii) you are authorized to license those rights to others. You hereby license those rights to us.

6. PRODUCT CREATION

You provide to us all Content that you want to use with the Reverb Store Services in accordance with the applicable instructions in the Reverb Store Services. You must also provide all other Content required to package and market any of your Products, such as cover artwork, titles, and complete and accurate credits. We may, in our sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Reverb Store Services. You must have all necessary approvals and consents to use all Content and you must deliver copies of those approvals and consents to us, if we request them. You will be solely responsible for the creation of the electronic and digital Content that you provide to us, and you will pay all costs associated with its creation and copies thereof, including, without limitation: (i) compensation due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of the Content; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); and (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs. You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your Content. For example, you must pay all mechanical copyright royalties due to the owners of any musical composition used in your Content. You acknowledge that we are not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.

7. MARKETING AND ADVERTISING YOUR REVERB STORE

We reserve the right, but have no obligation, to promote your Store or Products by, for example, featuring your Store or your Products in our newsletters or on our website located at www.reverbnation.com. You agree that we may refer users to your Store, or describing your Products or Store in communications with third parties. You may not use "spam," "blast-faxes" or recorded telephone messages to market or sell Products. For your convenience, if a particular Product does not have a UPC code, we may assign a UPC code to that Product.

8. COMPENSATION AND FEES

We have certain minimum wholesale prices that we set for the various Products that are sold through your Store (the "Wholesale Price"). You will be able to select the price for each Product you sell through your Reverb Store, provided that the price you select is at least as much as the Wholesale Price. Generally, for each valid purchase of a Product by an end user, which is not returned, we retain the Wholesale Price as a fee for the Reverb Store Services and we pay you the difference between the price you set for that Product and the Wholesale Price. You will not be charged directly for the Wholesale Price of Products. Please note that for certain Products, the charges and fees may be different (for example, the charges and fees with ringtones) than as described in this paragraph. When you use the Reverb Store Services, you will be required to determine a price for each Product that is greater than the applicable Wholesale Prices. You agree that the amount payable to you, if any, is inclusive of any so-called "artist royalties" that might otherwise be required to be paid for sales or exploitation of the Content pursuant to the applicable laws of any jurisdiction. You must provide your taxpayer information to us as required by the IRS. If we do not have current taxpayer information for you on file for a particular year, payments due to you under this Agreement will not be made to you until December 31st of such year, and all of such payments will be subject to a 30% backup withholding that will be submitted to the IRS.

If you decide to participate in the Program, we will set up a Store payment account in your name. In order for us to set up this account and ultimately transfer funds to you, you must provide us a valid PayPal account to which we can deposit funds from your Store payment account. If you receive a payment to your Store payment account, we will send you an email that informs you of the amount. Please note that funds in your Store payment account will be transferred to your PayPal account only if your Store payment account balance exceeds [$20]. If you receive a deposit into your PayPal account, all funds in your Store payment account will be deposited in your PayPal account and your Store payment account balance will drop to zero. If you receive a deposit into your PayPal account, we will notify you via email that a deposit has been made to your PayPal account and the amount of the deposit. We reserve the right to change the [$20] threshold limit at any time. You must provide us with accurate and complete contact and payment information for your PayPal Account. You must immediately notify us if any of this information changes. If you do not provide us with complete, accurate, and updated contact information, you may not be eligible to sell Products. We will use your PayPal account data only in accordance with our privacy policy which can be reviewed at http://www.reverbnation.com/main/privacy. In our sole discretion, we may send you a payment before the balance in your Store payment account reaches or exceeds [$20]. If your Store payment account has a balance of less than [$20] for at least 365 days, then we may send you a payment of such balance minus a [$5] processing fee. If the balance is under [$5] for at least 365 days, such amount will be used to cover our administrative costs and no payment will be made to you. If you or we terminate your participation in the Program and you have less than [$20] in your Store payment account, we may charge you a [$5] processing fee when sending you your final payment to cover our administrative costs. Payments are made to your Store payment account with respect to amounts earned from transactions conducted through your Store within 60 days after the end of the month in which the applicable transaction occurred.

We charge certain fees for specific types of Product-fulfillment services that we provide. Should you choose to use certain Product-fulfillment services, you agree to pay the fees designated by us for such services.

9. INDEMNIFICATION.

You agree to fully indemnify and hold us and our subsidiaries, affiliates, officers, employees, directors, agents, co-branders and other partners (collectively, the "Related Parties") harmless, and upon our request, defend us and our Related Parties from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) concerning any claim made by any third party due to or arising out of Content you submit, post to or transmit through the Reverb Store Services or your use of the Reverb Store Services, your violation of this Agreement and/or the Site Terms and Conditions of Use, or your violation of any rights of any third party.

10. REPRESENTATIONS AND WARRANTIES.

You represent and warrant that you are at least 18 years of age and have the full authority to act on behalf of any and all owners of any right, title or interest in and to the Content.

You represent and warrant that: (i) you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, with respect to the Content (ii) you have the right and authority to enter into this Agreement; (iii) all of Content, including any sampled third party material embodied therein, and any use or distribution of the same shall not infringe on the copyrights or other rights of any person or entity; and (iv) we and our partners shall have the right to exploit the Content in all manners set forth hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the payments due to you described in this Agreement.

YOUR USE OF THE REVERB STORE SERVICES IS AT YOUR SOLE RISK. THE REVERB STORE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE 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. WE MAKE NO WARRANTY THAT (i) THE REVERB STORE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE REVERB STORE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE QUALITY OF ANY PRODUCTS PURCHASED OR OBTAINED BY OR THROUGH YOUR STORE WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN YOUR STORE WILL BE CORRECTED.

11. LIMITATION OF LIABILITY.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS AS A RESULT OF YOUR PARTICIPATION IN THE REVERB STORE PROGRAM.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND THE RELATED PARTIES SHALL NOT BE LIABLE 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE REVERB STORE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS OBTAINED THROUGH YOUR STORE; (iii) YOUR STORE BEING UNAVAILABLE OR OFFLINE; (iv) ANY OTHER MATTER RELATING TO THE REVERB STORE SERVICES OR ANY CONSUMER'S USE OF YOUR STORE.

IN NO CASE SHALL THE AGGREGATE LIABILITY OF US OR ANY OF THE RELATED PARTIES EXCEED THE AMOUNT OF PAYMENTS OWED TO YOU DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of us and our affiliates shall be limited to the fullest extent permitted by law.

12. DISCLAIMER AND TERMINATION.

We are not responsible or liable to you in any way as a result of any incorrect or inaccurate information you provide to us including information related to your PayPal account, mailing address or email address. We may discontinue the Program at any time in our sole discretion. If we discontinue the Program, all amounts in your Store payment account will be deposited into your PayPal account pursuant to the terms of this Agreement. Your participation in the Program will not provide you with any control over the advertising or advertising content that appears in, on or in connection with your Store and we reserve all rights to control, manage and determine such advertising or advertising content. WE DO NOT PROMISE OR GUARANTY THAT YOU WILL RECEIVE ANY PAYMENTS UNDER THE PROGRAM.

We may suspend or terminate your participation in the Program at any time and for any reason, including without limitation any breach by you of the terms of this Agreement or the Site Terms and Conditions of Use. You may terminate your participation in the Program for any reason at any time by completing the online Reverb Store termination form. If you or we suspend or terminate your Store, we may: (i) delete any Content or other materials relating to your use of the Reverb Store Services, and we will have no liability to you or any third party for doing so; and (ii) not allow you to access your Store or create, produce, market, or sell Products. Any sections of this Agreement which, by their nature, should survive the termination of this Agreement will survive termination of your participation in the Program.

13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-567.1 et seq. (the "Uniform Arbitration Act") and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys' fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to this Agreement shall be brought and heard either in the North Carolina state courts located in Wake County, North Carolina, or the federal district court for the Eastern District of North Carolina located in Raleigh, North Carolina. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.

14. MISCELLANEOUS. This Agreement and the Site Terms and Conditions of Use set forth the entire agreement between you and us pertaining to your participation in the Program. We reserve the right, at our sole discretion, to change, modify, add, or delete portions this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the new effective date. Your continued participation in the Reverb Store program after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revised Agreement, you may terminate your participation in the Program by following the termination provisions set forth in Section 12. It is your responsibility to regularly review this Agreement. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. Our failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision.

I HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.