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UNDERGROUND ARTIST USER CONTENT SUBMISSION AGREEMENT

Please read this User Content Submission Agreement (the "Submission Agreement") carefully because it represents your legally binding agreement with CPX Interactive LLC dba Digital Remedy (for purposes of this Submission Agreement, collectively with any of its parent companies, subsidiaries, and affiliates, "we", "us", "our", and DIGITAL REMEDY) regarding your submission (and our display and distribution) of content in connection with HipHopMyWay.com. By submitting or attempting to submit any “User Content” (as defined below), you confirm your acceptance of this Submission Agreement and all documents referred to in this Submission Agreement.

This Submission Agreement is subject to the terms of the HipHopMyWay.com Terms of Use Agreement (the “Terms of Use Agreement”) available at (https://www.hiphopmyway.com/terms/) and the HipHopMyWay.com Privacy Policy (“Privacy Policy”) available at (https://www.hiphopmyway.com/privacy-policy/). Unless defined separately, terms used in this Submission Agreement are defined in the Terms of Use Agreement.

We have the right to change the terms and conditions of this Submission Agreement at any time, for example to reflect changes in the law, changes in the type of services or information we provide to you through this website or to correct errors in these terms. We will try to keep all such changes to a minimum. We recommend that you check these terms from time to time to see if they have changed. We will always state at the bottom of these terms the date on which they were last updated.

If you continue to submit User Content after these terms change you will be bound by those changes. If you do not agree with all the terms and conditions of this Submission Agreement, do not use, do not attempt to use, and immediately discontinue your use of both the ”Form” (as defined below), and solely with respect to your submission or attempted submission of User Content, the “Social Media” (as defined below). IMPORTANT NOTE: You must meet the Age and Other Eligibility Requirements in Section 2 of this Submission Agreement each and every time you submit or attempt to submit User Content.

1. Submitting User Content.
The term "User Content" means any and all content, media and materials in video and/or audio visual format you submit to us using the Form, email and/or Social Media and all elements featured therein, including, without limitation, photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects. You further agree and understand that the term "User Content" includes, without limitation, all accompanying information you submit or we may receive that is related to your submission (for example, your name and Social Media user-name, post, and/or profile picture/avatar, etc.). The term “User Content” will include “Underground Artists User Content” and any other content or communication submitted similarly and/or in conjunction therewith. User Content is to be submitted through the Underground Artists form submission (the “Form”). Instructions for submitting Underground Artists User Content through the Form, which will involve using the Form to log into your Social Media account and to select content you would like to submit, can be found on the Form. By submitting Underground Artists User Content via the Form or by any other delivery method, such as email or instant messaging on any platform, you agree to be bound by the terms of this Submission Agreement. You should only provide material or messages in User Content that you are willing for other people to see. You should be careful not to disclose personal information (for example your full name, address or financial details) in any User Content you submit.

2. Age and Other Eligibility Requirements.
By submitting User Content pursuant to the terms and conditions of this Submission Agreement you are certifying that you are at least 18 years or older, that you are a legal resident of The United States of America (the “Territory”), and meet any further eligibility requirements set forth in the Terms of Use Agreement.

3. User Content Standards; Unauthorized Content.
You are solely responsible and liable for your communications and User Content submissions (and the consequences) made under your name, user name, email address, Social Media account, and your registration and profile information, if any. If we determine, in our sole discretion, that you have not met the age or residency requirements (see Section 2 above) or if, in our judgment, you or any User Content you submit violates this Submission Agreement, we reserve the right, at any time, without notice and without limiting any and all other rights we may have under this Submission Agreement, at law or in equity, to (a) refuse to allow you to submit further User Content, (b) remove and delete your User Content from the DIGITAL REMEDY Services (as defined in paragraph 5 below), (c) revoke your registration and right to use the Form and (d) use any technological, legal, operational or other means available to enforce the terms of this Submission Agreement, including, without limitation, blocking specific IP addresses or deactivating your Form registration, access using your e-mail address, your user name and password. You agree you will not submit or attempt to submit or include in any User Content: • Any content not created by you or any content which infringes on any third party rights (including copyright and any other intellectual property rights); • Third party content, any other party’s copyrighted material, or any trademarks, brand names or logos of a third party; • Any content which features a person who (i) was under the age of 18 or had not reached the age of majority in their country of residence at the time the User Content was created or (ii) has not granted you explicit written permission to be included in the User Content and for the User Content’s submission to DIGITAL REMEDY in connection with Underground Artists; • Unlicensed Third Party Music; • Obscenity, or any crude, vulgar or offensive depictions, images, language and/or symbols; • Gang signs or symbols; • Violence; • Explicit sexual activity; • Nudity; • Team uniforms; • Illegal drug or alcohol use; • Commercial products (e.g., clothing, toys, food) and/or their trademarks, brands, logos or endorsements; • License plates, phone numbers, or personal addresses – physical or email or otherwise; • Website or web page links; • Derogatory characterizations of any ethnic, racial, sexual, gender-identity, or religious groups, the humiliation other people (publicly or otherwise), or any assault or threatening of others; • Illegal (e.g., defamatory, discriminatory, harassing, the trespass or the violation of other people’s rights or property, etc.) or inappropriate activity, behavior or conduct (e.g., inflicting emotional distress) • Conduct or activities in violation of this Submission Agreement; or • Any other content, display, materials and/or images that is or could be considered inappropriate, unsuitable or offensive, as determined by DIGITAL REMEDY in its sole discretion, each of which is “Unauthorized Content”. You must own the rights to the User Content you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Submission Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Submission Agreement and perform and comply with all of its obligations. DIGITAL REMEDY does not control a user’s submission of User Content, and except to the extent that the User Content may be exploited by DIGITAL REMEDY in accordance with the terms herein and that DIGITAL REMEDY shall retain all rights in and to any User Content, DIGITAL REMEDY does not have control over the User Content or its use.

4. Review / Copyright Infringement
DIGITAL REMEDY reserves the right (but is not obliged to) to review (by automated and/or manual means) any submitted User Content and to delete, remove, move, edit or reject, without notice to you, any User Content published on the DIGITAL REMEDY Services (for example, where User Content contains any Unauthorized Content); provided, however, that DIGITAL REMEDY shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. You hereby consent to any such review and/or removal, editing or rejection of your User Content. If you believe any User Content on the DIGITAL REMEDY Services violates the copyright of any other party, you can notify us by complying with the procedures set forth in our Terms of Use. If DIGITAL REMEDY receives notice of any claim of infringement that satisfies specific legal requirements, we may remove User Content associated with such claim.

5. Rights Granted to DIGITAL REMEDY.
In consideration for us allowing you to submit User Content and for us considering such User Content for broadcast or other exploitation on the Form, on any of DIGITAL REMEDY’s various social media account pages (e.g., Twitter, Facebook, Tumblr, YouTube, etc.) (the “DIGITAL REMEDY Social Media Forms”), and on-air on any DIGITAL REMEDY owned, operated, or branded channel, including all Nibble branded channels (together, with the Form and the DIGITAL REMEDY Social Media Forms, the “DIGITAL REMEDY Services”), you grant to DIGITAL REMEDY the unrestricted, worldwide, irrevocable, perpetual and royalty free non-exclusive right: • to publish, display, broadcast, modify/edit, transmit or use in any other way all User Content submitted by you (in whole or in part) in any form or format, on or through any media or medium for any purpose whatsoever (including, without limitation, for any promotional purposes) without credit or other obligation to you or any third party; • to use and refer to your name, user-name, and any photograph, likeness, biographical information, voice associated with your User Content and/or Social Media account used to submit User Content; and • to authorize others to exercise any of our rights or obligations outlined herein, in our sole discretion. In addition, you hereby assign to DIGITAL REMEDY irrevocably, unconditionally, exclusively and perpetually, all right, title and interest of every kind in such User Content, including all copyrights (and all extensions and renewals thereof). You hereby agree that the value to you of our consideration of the potential broadcast, distribution or other exploitation of User Content you submit using the User Content Submission Features in connection with the DIGITAL REMEDY Services is good and valuable consideration for the rights granted and waived hereunder, and agree no further consideration shall be payable to you or any third party by DIGITAL REMEDY, including without limitation in relation the broadcast, distribution or other exploitation of the User Content. You are not entitled to and you will not receive any compensation or further consideration for your User Content or any use made of your User Content. You also understand and agree that neither all or any portion of your User Content, nor any material associated with your User Content, need to be submitted for your approval prior to use. DIGITAL REMEDY shall not be required and shall not have any obligation to host, index, display, accept, broadcast, distribute, or otherwise exploit any submitted User Content (or take advantage of any or all of the particular rights and authorities granted or otherwise available). DIGITAL REMEDY makes no representations regarding the hosting of User Content, shall have no obligation to host User Content, and if it does host User Content, shall be permitted to cease hosting such User Content at any time in its sole discretion. Posting and display to the public on broadcast television DIGITAL REMEDY Services of any User Content shall be at DIGITAL REMEDY’s sole discretion. You forever waive and relinquish all moral and statutory rights now or hereafter recognized in connection with your User Content and the rights granted to DIGITAL REMEDY hereunder. This includes the right to be identified as the author of User Content and the right to object to derogatory treatment of your material. We need this waiver because we need to be able to edit or treat your material as we see appropriate in our editorial judgment.

6. Ownership.
DIGITAL REMEDY retains all right, title and interest in and to the DIGITAL REMEDY Services. DIGITAL REMEDY does not claim any ownership rights in your User Content. This means that you continue to retain all ownership rights in your Underground Artists User Content. DIGITAL REMEDY is acting only as a host, bulletin board or conduit for submitted User Content, with all of the specific rights granted by you hereunder. By submitting User Content you confirm and promise to DIGITAL REMEDY that: • you are not a minor and you have the legal right and capability to enter into this Submission Agreement and comply with all of its terms and conditions; • all of the information provided by you associated with your User Content is correct, complete and up to date; • the User Content is original to you, fully cleared for DIGITAL REMEDY’s use as outlined in this Submission Agreement, and can be used by DIGITAL REMEDY without restriction; • the User Content is not and does not contain any “Unauthorized Content”; • our use of your User Content will not infringe or violate any copyright, trademark, privacy or other right of any person. Your materials may not contain any underlying copyrights such as music, lyrics, film footage, artwork or other copyrighted material owned by any other person; • your submission of such User Content does and will not, in any way, violate or breach any of the terms of this Submission Agreement; • DIGITAL REMEDY shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the User Content; • you have obtained written consents for all individuals who appear in any User Content; • Upon the request of DIGITAL REMEDY, you will provide DIGITAL REMEDY with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with this Submission Agreement; • The submission of your User Content is not subject to or under the jurisdiction of any guild or union collective bargaining agreement, and you further acknowledge that DIGITAL REMEDY is not signatory to any such agreement. You also understand and agree that DIGITAL REMEDY shall not be obligated or responsible for providing any guild or residual payments in connection with the submission and exploitation of the User Content; and • you will promptly comply with any reasonable requests or directions we give you in connection with User Content you submit. You acknowledge that other persons may have submitted User Content to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your User Content or concepts contained therein. You understand and agree you will not be entitled to any compensation because of any such similarities. Even if you subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar or identical to that contained in any User Content you or anyone else submits, that is purely coincidental.

7. Financial Consideration.
DIGITAL REMEDY reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business and operating the DIGITAL REMEDY Services, including (but not limited to) the Underground Artists initiative, and DIGITAL REMEDY has no obligation or liability to you, notwithstanding that your User Content may be displayed on or otherwise used by or in connection with the DIGITAL REMEDY Services.

8. Indemnification.
You hereby agree to indemnify, defend and hold DIGITAL REMEDY and the DIGITAL REMEDY Services, and any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of this Submission Agreement by you, and from any third party claims arising from, related to or caused by, your User Content or its use or exploitation. DIGITAL REMEDY reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with DIGITAL REMEDY in the defense of any such claim, action, settlement or compromise negotiations, as requested by DIGITAL REMEDY.

9. Disclaimers and Limitation of Liability.
THE FORM IS PROVIDED "AS IS" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE OF THE FORM AND SOCIAL MEDIA IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR: 1. YOUR USER CONTENT, 2. YOUR PROMISES, REPRESENTATIONS AND OBLIGATIONS UNDER THIS SUBMISSION AGREEMENT AND 3. ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE DIGITAL REMEDY SERVICES OR USER CONTENT SUBMISSION FEATURES. DIGITAL REMEDY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING: 1. ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE DIGITAL REMEDY SERVICES; 2. ANY AND ALL USER CONTENT SUBMITTED BY YOU OR THIRD PARTIES, 3. ANY CONTENT, MATERIAL, SOFTWARE, INFORMATION, DATA, SOFTWARE, CAPABILITIES MADE AVAILABLE TO YOU, 4. RESOURCES, FACILITIES, PRODUCTS AND/OR SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USER CONTENT SUBMISSION FEATURES WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER. THE FORM IS MAINTAINED ON SERVERS IN THE UNITED STATES OF AMERICA INTENDED FOR THE SUBMISSION OF USER CONTENT THAT IS NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION. DIGITAL REMEDY DISCLAIMS ALL LIABILITY FOR ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS SUBMISSION AGREEMENT OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR COUNTRY. DIGITAL REMEDY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE, HOWSOEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. We make no claims, representations, or warranties whatsoever with respect to the Social Media. We make no claim the Form or any User Content are appropriate for any particular purpose or audience, or that the Form may be accessed or used outside of the Territory, which may not be legal for certain persons or in certain countries and you do so at your own risk. You are responsible for compliance with the laws of your jurisdiction. The United States of America controls the export of products and information and you agree to comply with such restrictions and not to export or re-export any User Content including videos, information, software, materials, products or services to countries or persons prohibited under the export control laws and regulations. You hereby release DIGITAL REMEDY from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your User Content, including, without limitation, any and all liability for any use or nonuse of the your User Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. If you have a claim against another user of our online services you will pursue that claim independently and without recourse to us. We do not in any way seek to limit or exclude our liability to you for death or personal injury or any loss arising as a result of fraud.

10. Personal Data.
We will comply with all applicable data protection legislation of the Territory from time to time in place in respect of any personal information you submit to us. You may be asked to provide information about yourself in connection with User Content you submit. We will only use that information for the purposes set out in our Privacy Policy available or as stated at the time the information is requested. Please do not provide any information about yourself or any other person other than the information we specifically request.

11. General.
This Submission Agreement, incorporating the Terms of Use Agreement and Privacy Policy, is the entire agreement between you and us relating to User Content and your use of the Form and Social Media in association with the Underground Artists initiative and supersedes any prior or inconsistent agreements. To the extent that any conflict exists between this Submission Agreement and the Terms of Use Agreement, the terms of the Submission Agreement shall govern. DIGITAL REMEDY may terminate this Submission Agreement with you and your right to use the Form at any time without notice to you. Neither Twitter, Instagram, nor Facebook is a sponsor, endorser, or administrator of the Underground Artists initiative, and except to the extent that each is being utilized to submit User Content, each is in no way involved your upload, or DIGITAL REMEDY’s potential use or exploitation of, your User Content hereunder. Any questions or comments regarding the Underground Artists initiative or any of the terms and conditions of this Submission Agreement should be directed toward DIGITAL REMEDY, and not Twitter, Instagram, or Facebook. Each provision of these terms excluding or limiting liability is to be construed separately and will apply and survive even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in any circumstances. Each of the provisions of these terms excluding or limiting liability will remain in force notwithstanding any termination of these terms or termination or suspension of your access to the Form or prohibition on your posting of User Content. DIGITAL REMEDY reserves the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the DIGITAL REMEDY Services or to comply with legal, regulatory, audit and compliance obligations. No waiver of any rights by either you or us will be taken as a waiver of any other rights you or we may have. For example if we waive our rights to complain about a particular breach of these terms by you it does not prevent us from complaining about other breaches. This User Content Submission Agreement was last modified on January 25, 2019 and is effective immediately.

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