Fly as a Bird

Tell Us About Yourself/Band

NOTE: Make sure you have all necessary mp3 files and bios on hand before continuing, Upload Page will exist for a limited time.

First Name:
Last Name:

E-mail:
Gender:: GuyGal

Birthday:
Zip or Post Code:

Country:

Artist/Band Name:
Genre:

Record Label:
Manager:

Your Password :

Affiliated with a performing rights organisation (e.g., BMI,ASCAP): NoYes

Terms and Conditions

Client Payout Form

                   Formula for $1.00 music download purchases
            Per transaction fees:
            
            Gateway service fee/ Processing Fee/ Credit Card service fee (Visa, Mastercard) 
            = .28 cents/Per transaction fee(Before profit is recieved)
            
            $1.00 (Download price)
            -   .28 cents (Per transaction fee)
                .72 cents (PROFIT per transaction)
             
            PROFIT BREAKDOWN $$$
              .72 cents x .10 or 10%(percent)= 7.2 cents
            - .07 cents  (Flyasabird.com recieves per download)
            =65 cents= .72 cents x .90 or 90%(client recieves per download)
             
            SAME FORMULA APPLIES FOR ALBUMS DOWNLOAD PURCHASES (Name your own prices)
             
            EXAMPLE:																
                  Album Price -  Per transaction fee=  (ACTUAL PROFIT)
                -  ACTUAL PROFIT x .10 or 10% = (Flyasabird.com recieves per download)
                = Amount artists/bands recieves per download) = $0.90 or 90%   Approx. $4.00 based on example

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

Flyasabird.com/Artist (NON-EXCLUSIVE) digital distribution contract

       (NON- EXCLUSIVE) ARTIST DIGITAL DISTRIBUTION AGREEMENT

THE FOLLOWING TERMS AND CONDITIONS, WHEN ACCEPTED BY YOU (WHETHER AS AN INDIVIDUAL, OR IF APPLICABLE, ACTING AS THE AUTHORIZED LEGAL REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, COMPANY OR CORPORATION) AND FLYASABIRD.COM, OWNED AND OPERATED BY FLY AS A BIRD,ENT LLC. (COLLECTIVELY WITH OUR LICENSEES AND ASSIGNEES REFERRED TO IN THIS AGREEMENT AS "US" AND "WE") SHALL CONSTITUTE THE ARTIST DIGITAL DISTRIBUTION AGREEMENT (THE "AGREEMENT"). PLEASE READ THIS AGREEMENT CAREFULLY. BY ENTERING YOUR NAME AND CLICKING ON THE "I AGREE" BUTTON BELOW, YOU (OR THE PARTY YOU ARE AUTHORIZED TO REPRESENT) WILL BECOME A PARTY TO, AND WILL BE BOUND BY THIS AGREEMENT. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE "I AGREE" BUTTON BELOW. IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON "CANCEL" AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.

 

   1. Certain Definition.
      The following capitalized terms shall have the following meanings for purposes of this Agreement:
         1. "Authorized Artwork" means album cover artwork and any other artwork relating to Recordings that you provide to us. All such artwork shall be deemed to have been cleared by you for all purposes unless you shall have provided us with written notice to the contrary.
         2. "Copyright Management Information" means the digital information conveying information regarding a Digital Master, such as your name, the names of all writers, the name of the publisher, the title of the applicable album, the name of the song and the record company name, and same shall be subject to the protection of Title 17, Section 1202 of the United States Copyright Law.
         3. "Digital Master" or "Digital Masters" means a copy or copies of Recordings in digital form.
         4. "Recordings" means sound recordings and audio/visual recordings and underlying musical compositions that you have designated for digital distribution by us and the Licensees. Recordings shall also include any video clips that accompany any sound recordings and audio/visual recordings. Any such sound recordings and audio/visual recordings and the underlying musical compositions must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized hereunder by you.

   2. Authorization.
      You hereby appoint us as your authorized representative for the sale and distribution of Recordings as provided herein. The rights that are granted by you to us and are nonexclusive and are worldwide. Accordingly, you hereby grant to us the non-exclusive right, during the Term to:
         1. Reproduce and convert Recordings into Digital Masters
         2. Perform and make available for promotional purposes, portions of Recordings ("Clips") by "streaming" to promote the license, sale and distribution of Digital Masters;
         3. Promote, sell, distribute, and deliver Digital Masters, as individual tracks or entire albums, and associated metadata to purchasers who may use such Digital Masters in accordance with the terms set forth herein;
         4. Use and copy Digital Masters to be distributed as so-called "conditional" downloads, whether tethered to a device, time limited, play limited or otherwise;
         5. Use and distribute Copyright Management Information as embodied in a Digital Master;
         6. Display and electronically fulfill and deliver Authorized Artwork used in connection with the Recordings for personal use solely in conjunction with the applicable Digital Master as provided herein;
         7. Use Recordings, and Authorized Artwork and metadata as may be reasonably necessary or desirable for us to exercise our rights under and in furtherance of this Agreement;
         8. Display any and all lyrics associated with a musical composition; and
         9. Authorize our Licensees to perform any one or more of the activities specified above.

   3. Term and Termination.

          The term of the Services provided (the "Term") shall commence on the Effective Date and shall continue until either: (i) terminated by you provided that you have paid all necessary fees including Take Down Fees; or (ii) terminated by us in the event that you have not made any payment when due. If you paid a One-Time Fee, then we may terminate the Services if you fail to pay a Renewal Fee when due. If a payment is not received by us within (5) days of the date such payment is due, we may - and probably will - terminate the Services. Furthermore, this Agreement is subject to the Flyasabird.com web site (the "Site") Terms and Conditions of Use. In the event of any conflict between the terms of this Agreement and the Site Terms and Conditions of Use, the Site Terms and Conditions of Use will control. We may terminate this Agreement at any time in the event that you breach any of the Site Terms and Conditions of Use. If you decide to terminate the Services, simply send an email to info@flyasabird.com requesting that the Services be terminated. In the event that the Services are terminated for any reason, we will have thirty (30) days to notify all Licensees to discontinue the distribution and sale of Recordings and Digital Masters.

          English Translation: You pay a reasonable, One Time Fee to have your music webpage posted on Flyasabird.com and receive 90% of all royalties from sales. If you terminate the Services, it may take up to 30 days to get your music taken . If you fail to pay the annual Renewal Fee, we can terminate the Services.

          You acknowledge and agree that upon termination of the Services for any reason, you will be charged a Take Down Fee of $30 per album in order to have your Recordings and Digital Masters removed or "taken down" by our Licensees. Upon payment of all applicable Take Down Fees, your Recordings and Digital Masters will be taken down by our Licensees and upon the discontinuance by all Licensees of your Recordings for sale, this Agreement will terminate. Should you refuse to pay the applicable Take Down Fees for any reason, your status under the Agreement will be designated as "Abandoned" and the following terms and conditions will apply:
          (1)     Until such time as we have received all applicable Take Down Fees from you, your Recordings and Digital Masters may not be taken down by any or all of our Licensees;
          (2)     All rights granted to us hereunder and our Licensees with respect to your Recordings, Digital Masters and Authorized Artwork will continue;
          (3)     We will be entitled to keep 100% of any payments due you under Section 5 with respect to the sale of your Digital Masters and Recordings; and.
          (4)     You will continue to be responsible for your obligations under Section 6.

          Once your status under this Agreement has been designated as Abandoned, you may terminate this Agreement by paying all applicable Take Down Fees and any additional late payment fees. Upon our receipt of such payments, your Recordings and Digital Masters will be taken down by our Licensees and upon the discontinuance by all Licensees of your Recordings for sale, this Agreement will terminate. In the event that your release was Abandoned, has not been taken down, and you would like to re-activate the Services, you may pay our then-current Reinstatement Fee and upon our receipt of such fee, your Deposit Account (as defined in Section 5) will be reactivated and any payments due you under Section 5 after our receipt of such payment will be paid to your Deposit Account. Reinstatement will not cause any payments retained by us while your status was Abandoned to be paid to you. When you pay the Reinstatement Fee and re-subscribe to the Services, you will again be obligated to pay the annual Renewal Fees. Keep in mind that notwithstanding the foregoing, upon termination of the Services for any reason, our Licensees may take down your Recordings and Digital Masters at any time, in which case this Agreement will terminate in its entirety except for your payment obligations owed to us and any terms of this Agreement that survive termination.


          English Translation: Believe it or not, removing your music from the online retailers is a manual process, costing us time and money to do it. If you choose to cancel the Services, you will be responsible for paying a $30 Take Down Fee for each album to cover our costs. This fee is pretty much standard in the business b/c everyone has to do it manually. If the appropriate Take Down Fees are not paid at the time you cancel your Services you are 'abandoning' the music, and we can keep the royalties that come in from it (again, standard practice) until you reinstate your account or pay the Take Down Fees (late fees may apply to both). It's the fairest way we could come up with to prevent anyone from abusing the Services.

   4. Subscription Fees.

          In consideration for the digital distribution services provided by us hereunder (the "Services") and the payments you may receive as set forth in Section 5 below, you pay us a One-Time Fee as outlined below. You may pay additional fees in order to provide for the digital distribution of additional albums.

               One-Time Fee The One-Time Fee is our base fee of $100.00 and will enable you to submit 4 albums (20 songs per max) to be posted on your Flyasabird.com webpage, until you confirmation submission of your order. There is a new album/track fee for every album/track submission afterwards. There new album/track submission fee is currently $20 There is also an annual Renewal Fee, which you must pay in advance of your anniversary date. The annual Renewal Fee is currently  $ 14.95
          The fee set forth above may be adjusted by us from time to time; provided that we give you not less than thirty (30) days notice of any fee increase. By entering into this Agreement, You are expressly agreeing that we may charge all fees you owe us, including the One-Time Fee and ongoing annual Renewal Fees to the payment method (e.g., credit card, PayPal account, debit card, etc.) you have provided in the registration process. In addition, you agree that we are authorized to deduct any Fees you have agreed to pay and any applicable taxes and other charges you may incur in connection with your use of the Services from your profit that you are do to receieve with us, or the credit card that was used to make the payment of the One-Time Fee, which is further described in Section 5 below. You are solely responsible for all charges, fees, duties and taxes, incurred by you in connection with the Services. If you notify us in writing that you are canceling the Services with respect to one or more of your releases or albums, you will be charged a Take Down Fee per release as set forth in Section 3. Once a release or album has been taken down, no further fees for Services will be charged for that release or album unless you decide to reinstate a particular release or album. Within 30 days of receipt of the applicable Take Down Fee, we will notify all Licensees to remove all cancelled releases and/or albums from their applicable digital Internet consumer stores. All fees paid hereunder are nonrefundable and you will not be entitled to reimbursement of any applicable pre-paid fees with respect to any cancelled releases or albums.

          It is your responsibility to notify us if your payment method has changed by making the appropriate changes to your account settings. If you do not provide a valid payment method we may discontinue providing Services hereunder and/or terminate this Agreement. If your designated payment method is determined by us to be inactive for any reason, we may cease providing Service and terminate this Agreement.
          English Translation: You are responsible for all fees due and for making sure your credit card on file works. We will send you a notice if it doesn't, but after 30 days of non-payment, we can - and probably will - terminate the Services resulting in the Abandonment and/or take down of any associated releases.

   5. Payments to You.

          Subject to the terms of Section 3, we shall pay you an amount equal to ninty percent (90%) of our actual receipts from our Licensees in connection with the sale of Digital Masters of your Recordings. All amounts owed to you will be sent out to you via check, within thirty (30) days of our receipt of the applicable payment from the Licensee. 
     
     All payments to you will be made via check and will be distributed to your the name & address that you provided in the Flyasabird.com Payment Form, once the minimum amount of the profit that you are due to receive, meets a $20 minimum. Such payment obligation shall constitute full consideration for all rights granted and all obligations undertaken by you hereunder.

          Upon your agreement to the terms of this Agreement and your completion of the applicable registration process, you will receive an email that confirms the Payee Information that you provide to us. It is your responsibility to ensure that the Payee Information is correct and to update your Payee Information information as necessary. We will not be responsible for any payments made to the wrong Payee. If we send you a payment to your address , we will notify you via email that a payment has been made and the amount of the deposit.
 
         With respect to any payments to the  Authorized Payee, any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.

          To the extent that you owe any amounts to us as a consequence of this Agreement, we will have the right to deduct all or a portion of such amounts from the profit received from your music sales , to the extent that there is a balance in the account. Any such deduction will not relieve you of any obligation to pay the remainder of any amounts due.

          English Translation: You keep 90% of the money received the sale of your music. We take 10%!

   6. Your Obligations.

          You shall obtain and pay for any and all clearances and licenses as may be required for uses of Recordings and Authorized Artwork. Specifically, and without limiting the generality of the foregoing, you shall be responsible for and shall pay (i) any royalties and other sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Digital Masters, (ii) all mechanical royalties or other sums payable to publishers and/or authors or co-authors of musical compositions embodied in Digital Masters from sales or other uses of Digital Masters, (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (iv) any other royalties, fees and/or sums payable with respect to Recordings, and Authorized Artwork, and other materials provided by you to us. You agree that any amount payable to you hereunder is inclusive of any so-called "artist royalties" that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction.
          Outside of the United States, we customarily require the digital music service providers (DMSP's) to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the DMSP concerned from the proceeds payable to us). If a DMSP does not make all necessary payments to secure the appropriate music publishing licenses, we may make certain payments for the music publishing licenses required in connection with such DMSP's sales of Recordings or Digital Masters, and in connection therewith shall have the right to deduct any payments we may make with respect to such licenses from any amounts payable to you hereunder.

          Your obligations under this Section 6 will survive termination of this Agreement for any reason.
          English Translation: You are obligated to pay any other potential right's holder that may have a claim on the songs you are selling. We DO NOT do that for you. You are agreeing to take on that responsibility entirely.

   7. Rights to Withdraw Material.

          You shall have the right at any time during the Term hereof upon written notice to us to withdraw further authorization for the sale or other uses of Recordings and Authorized Artwork. Within thirty (30) days following our receipt of your notice to us hereunder of your requested withdrawal of Recordings or Authorized Artwork or any part thereof and payment of all applicable Take Down Fees, we shall advise our Licensees that they are no longer authorized to offer the sale or other use of the Recordings, Digital Masters or Authorized Artwork. You acknowledge and agree that any removal, withdrawal or take down of your Recordings and Digital Masters by our Licensees will be subject to payment by you of the applicable Take Down Fees. The foregoing shall not limit in any way the rights of end users who have acquired rights to use Digital Masters, Recordings or Authorized Artwork. We reserve the right to reject any materials (recordings, videos or artwork), Recordings or Authorized Artwork that you submit, in our sole discretion. You agree to submit all Recordings and Authorized Artwork, at your sole expense, in the format(s) required by our Licensees. Technical descriptions of such format(s) will be provided to you upon request.

          English Translation: You can have us issue a 'take down' order or 'change order' to the retailers at any time, but it costs $30 per release because it costs us real money and time to do that for you. Make sure that your release is accurate BEFORE you submit it. Unfortunately, there are NO EXCEPTIONS to this rule.

   8. Names and Likenesses; Promotional Use and Opportunities.

          We may use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and Authorized Artwork, in any marketing materials for the sale, promotion and advertising of the applicable Digital Master that is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of applicable Digital Masters). We and any of our Licensees shall have the right to market, promote and advertise the Digital Masters as available for purchase as we and they determine in our and their discretion and that we make no guarantees whatsoever about there being any minimum sales or uses of any Digital Master.

          English Translation: When you send your music to iTunes, etc. you are giving them the right (but not the obligation) to promote it on their site with your album cover art, metadata, etc. You are also giving Flyasabird.com the right to promote links or images to your music. There is no gaurantee, however, that anyone will promote your music, nor that any promotion will generate sales for you.

   9. Ownership.

          Subject to our rights hereunder or under any prior agreement between you and us, insofar as we are concerned, all right, title and interest in and to (i) Recordings and Authorized Artwork, (ii) the Digital Masters, (iii) the Clips, (iv) all copyrights and equivalent rights embodied therein, and (v) all materials furnished by you, shall be and remain your property.

          English Translation: You own the rights to your music and are in NO WAY giving us the rights to do more than distribute it for you

  10. Modification, Survival.

          We reserve the right to change, modify, add to or remove all or part of this Agreement. Notice of any such changes shall be sent to you by email at least thirty (30) business days prior to their effective date. In the event that you do not consent to any such proposed changes your sole recourse shall be to terminate the Term of this Agreement by notice to us as provided above, and your failure to do so within thirty (30) business days of the date of any such email from us to you shall constitute your acceptance of such changes. The expiration of the Term of this Agreement shall not relieve either party from their respective obligations incurred prior to or during the Term, and Sections 1, 11, 12 and 13 of this Agreement will continue to apply even after the expiration or termination of this Agreement.

          English Translation: We have no intention of changing the deal we have with you, but circumstances can change (for example, credit card service comapny can change their pricing, etc) that require us to have the flexibility to change our offering if we need to do so. You will always be notified of this with time to react, and all digital retail 'on-ramps' like us require this flexibility.

  11. Indemnification.

          If we receive a claim that the use of Recordings, Digital Masters or Authorized Artwork or any other materials provided or authorized by you is in violation of any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our Licensees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our Licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section 11, provided that we obtain your written consent prior to making any such payments. You agree that your consent will not be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and by obtaining and posting and maintaining an appropriate bond for our benefit you may assume control of the defense of such claim, provided that we shall have the right in all events to participate in the defense thereof. If a claim is made we will have the right to withhold payment of any monies due you hereunder in an amount reasonably related to the claim and potential expenses.

          English Translation: If the material you submit violates copyright claims by others, you will pay for 100% of the legal fees to sort it out. You and ONLY YOU are responsible for copyright issues.

  12. Additional Representations and Warranties of the Parties.
         1. 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 Recordings or Authorized Artwork
         2. You represent and warrant that you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by us and our Licensees shall not violate or infringe the rights of any third party.
         3. You represent and warrant that: (i) you have the right and authority to enter into this Agreement and to grant to us all rights specified herein; (ii) all of Recordings, including any sampled third party material embodied therein, Authorized Artwork, metadata, videos and any other materials furnished by you to us or relating to Recordings are owned or controlled by you and any distribution of the same shall not infringe on the copyrights or other rights of any person or entity; and (iii) we and our Licensees shall have the right to exploit the Recordings, Digital Masters and Authorized Artwork 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 royalties due to you described in Section 5 above.
         4. Each party represents and warrants that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's performance of its obligations under this Agreement.
         5. Each party represents and warrants that it shall perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
         6. The parties acknowledge and agree that in the course of negotiating and transacting business under this Agreement each party may become aware of certain otherwise confidential information related to the other's business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, the parties agree to keep such information confidential.
            
  13. General Provisions.
         1. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee.
         2. This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
         3. This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
         4. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the address provided by you upon registration with us, or as properly updated.
         5. 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.
         6. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
         7. You acknowledge that in providing the Digital Distribution Services and payments hereunder, we will be required to enter into certain sublicensing agreements with our Licensees. You agree that the terms of this Agreement shall be subject to any applicable terms and conditions of the agreements we enter into with respect to such Licensees.

I have read and agree to the above contract: NoYes

TERMS AND CONDITIONS OF USE

       YOU AND FLYASABIRD.COM, OWNED AND OPERATED BY FLY AS A BIRD ENT LLC. (THE "COMPANY", "WE" OR "US") AGREE THAT YOUR ACCESS TO AND USE OF THE REVERBNATION.COM WEB SITE (THE "WEB SITE"), IS SUBJECT TO YOUR AGREEMENT TO THE TERMS AND CONDITIONS LISTED BELOW, WHICH WILL BECOME A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY (THE "AGREEMENT"). THE COMPANY IS WILLING TO ALLOW YOU ACCESS TO THE WEB SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. PLEASE READ THESE TERMS CAREFULLY. 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.

1. REGISTRATION. In order to gain access to the services (the "Services") offered by the Web Site, you will need to register as a user. Either you or the Company may terminate your user registration at any time. Upon termination of your registration as a "user", you will no longer be allowed access to the Web Site or the Services offered through the Web Site. You represent that all information you provide during the registration process and at any time thereafter ("Registration Information") will be true, accurate, complete, and current and that you will promptly update your Registration Information as necessary such that it is, at all times, true, accurate, complete, and current. The Company may use all Registration Information, subject to Company's compliance with the Company Privacy Policy that can be found here (the "Privacy Policy"). This Agreement includes terms and conditions set forth in the Privacy Policy. By indicating your agreement to this Agreement, you are consenting to have your personal data used by the Company as set forth in the Privacy Policy.

2. AGE RESTRICTIONS. Individuals under the age of 13 are prohibited from accessing the Web Site without verified parental consent furnished to Company in accordance with the Children's Online Privacy Protection Act of 1998. You hereby represent and warrant that you are 14 years of age or older. SOME AREAS OF THE WEB SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.

3. PUBLISHING OF CONTENT. You hereby acknowledge and agree that you are solely responsible for all materials that you post or publish on the Web Site, including without limitation, information, code, data, text, software, music, sound, links, photographs, pictures, graphics, video, chat, messages, files and any other materials ("Content"). You represent, warrant and agree that no Content submitted by you or through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You represent and warrant that you have all legal rights necessary to publish any Content on the Web Site or that you own such Content. You hereby acknowledge and agree that Company shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your Content for any reason and at its sole discretion. You hereby acknowledge and agree that Company may, at its sole discretion, disclose your Content in order to:

(i) comply with law enforcement, court orders, or the legal process; and/or

(ii) protect the rights and safety of individuals; and/or

(iii) settle disputes over intellectual property ownership.

The Company owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. Materials may be made available on the Web Site, or via the Web Site, by third parties not within the control of the Company. It is our policy not to permit materials known by us to be infringing to remain on this Web Site. You should notify us promptly if you believe any materials on this Web Site infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act ("DMCA"), we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the following Designated Agent for this Web Site:

Patrick Cannon Jr
1121 N Mare Barn Lane
Addison, IL 60101
Telephone: (312) 437-5500
Email:bchild@flyasabird.com

BEFORE READING FURTHER, PLEASE CONSIDER THE FOLLOWING:

Sections 4, 5 and 6 of these Terms and Conditions of Use can be confusing and we apologize for the legalese that is used. But the bottom line is that at no time will either Flyasabird.com or a user have any rights to sell or commercialize your music. When you publish a music file to the Web Site, you have two choices. You can make the file available for listening only or you can allow others to download and copy the file. If you chose the first option, users can only listen to the music file. No other rights are transferred to us or to users. We can not sell or distribute the music file, or make it available for any commercial purpose without your permission. The only thing we can do with the music file is allow users to play it on our Web Site or inside of Widgets that are available from the Web Site (the Widget can be located on our Web Site or another web site). If you chose the second option, a user can download and store the music file without charge. The user will then forever have the right to play the file for his or her personal enjoyment. This is very similar to downloading a song from iTunes. Although the user can play the file, the user can not sell, distribute or commercialize the music file in any way. This is the intent of the Usage Rules in Section 6. No matter which option you chose, at no time are we or a user entitled to sell your music or use it for any commercial purposes and you still retain all rights to commercialize your music.

4. LICENSE TO CONTENT (EXCEPT MUSIC FILES AVAILABLE FOR COPYING BY OTHER USERS). By Publishing Content (except your audio or music files that you allows others to download and copy) to any part of the Web Site, you automatically grant to the Company, and you represent and warrant that you have the right to grant to the Company, a non-exclusive, transferable, fully-paid, worldwide license (with the rights to sublicense) to use, copy, perform, display, reformat, translate, excerpt (in whole or in part) and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. This license includes without limitation any and all professional names, photos, trademarks, logos and biographical information of artists, performers or bands. You may remove such Content from the Web Site at any time and the license granted above will automatically terminate.

5. LICENSE TO MUSIC FILES AVAILABLE FOR COPYING BY OTHER USERS. The Web Site includes Services where you may publish music files and allow other users to download and copy such files. If you use the Services to allow other users to copy, perform and use your music files, you automatically grant to the Company and other users, and you represent and warrant that you have the right to grant to the Company and other users, an irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide license (with the rights to sublicense) to use, copy, perform, display, reformat, translate, excerpt (in whole or in part) and distribute such files and to prepare derivative works of, or incorporate into other works, such files; provided, however that in all events other users' rights with respect to such files will be subject to the Usage Rules set forth in Section 6 below. You may remove such files from the Web Site at any time and the license granted above to such music files will survive such removal. However, we will not continue to publish or make available on the Web Site content you have removed from the site.

6. USE OF WEB SITE. You understand that the Services and the Web Site are available for your personal use only. Your use of any Services that provide for or facilitate commercial transactions may be subject to additional terms and conditions. You agree not to harvest or collect email addresses or other contact information of other Web Site users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Web Site. You agree that you will not use the Web Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Web Site. In addition, you agree not to use the Web Site to:

(i) upload, post, email, transmit or otherwise make available any Content that we deem to be harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable;

(ii) impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;

(iii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

(iv) upload, post, email, transmit or otherwise make available 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; or

(v) use or attempt to use another user's account, without authorization from the Company, or create a false identity using the Services or the Web Site.

If you download or copy music files from the Web Site, you agree to use any music files that you download and copy in compliance with the following Usage Rules:

(i) Your use of the music files is conditioned upon your prior acceptance of these Terms and Conditions of Use;

(ii) You shall be authorized to use the music files only for personal, noncommercial use;

(iii) You may not combine a music file with any video or image file to create a multimedia work;

(iv) You may not use a music file as a musical "ringer" in connection with a phone or phone calls;

(v) The download and copy of a music file does not transfer to you any commercial or promotional use rights in the music file; and

(vi) You agree that your download and copy of music files constitutes your acceptance of and agreement to the Terms and Conditions of Use and these Usage Rules, and that any use of the music files other than in accordance with these Usage Rules may constitute a copyright infringement.

The Company reserves the right to modify the Usage Rules at any time.

7. LINKS TO OTHER WEB SITES. The Web Site contains links to other web sites. We are not responsible for the content, accuracy or opinions expressed in such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on or through the Web Site or the Services does not imply approval or endorsement of the linked web site by us. If you decide to leave the Web Site and access these third-party sites, you do so at your own risk.

8. LIMITATION OF LIABILITY. IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICES; AND (B) TEN DOLLARS ($10). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

9. INDEMNITY. You agree to indemnify and hold the Company and its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of:

(i) your breach of any representations or warranties made by you hereunder or your breach of any term of this Agreement;

(ii) your use of the Services or the Web Site in violation of this Agreement; or

(iii) or your violation of any law or the rights of a third party.

You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against the Company for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Web Site or the Services.

10. USE OF WEB SITE CONTENT. All Content on the Web Site, is the proprietary property of the Company or its licensors (including Web Site users). Subject to the terms of this Agreement (see Sections 5 and 6 above), no Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of the Company or the owner of the Content. Except as otherwise set forth in this Agreement, any use of the Content is strictly prohibited. All trademarks, logos, trade dress and service marks on the Web Site are trademarks or registered trademarks of the Company or its licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

11. DISCLAIMER OF WARRANTIES. The Company is not responsible for any incorrect or inaccurate Content published on the Web Site or in connection with the Services, including Content published by users of the Web Site or the Services. The Company is not responsible for the conduct, whether online or offline, of any user of the Web Site. The Web Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Web Site or the Services. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site, including injury or damage to any person's computer related to or resulting from participating or downloading materials in connection with the Web Site or the Services. Under no circumstances will the Company be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Services, the Web Site or any Content published on the Web Site. THE WEB SITE, THE SERVICES AND THE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEB SITE AND/OR THE SERVICES.

12. 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.

13. MISCELLANEOUS. This Agreement sets forth the entire agreement between you and the Company pertaining your use of the Web Site and the Services. 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 use of the Services or the Web Site 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, do not use or access the Services or the Web Site. 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. The Company's 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: NoYes

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Client Payout Form

Flyasabird.com/Artist (NON-EXCLUSIVE) digital distribution contract

TERMS AND CONDITIONS OF USE

AUTHORIZED PAYEE CONTACT INFORMATION: (Payout checks will be sent to this person every month)

Oct 11 09