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THE UNDERSIGNED HEREBY AGREES AND UNDERSTANDS THAT YOUSHOULDBEASTAR MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE SUCCESS OF ITS SUBSCRIBERS OR THE ACCEPTANCE BY THE MUSIC INDUSTRY OF THE SUBSCRIBER'S WORK. IT IS FULLY UNDERSTOOD THAT YOUSHOULDBEASTAR PROVIDES ONLY A SERVICE OF FEEDBACK FOR THE SUBSCRIBER. YOUSHOULDBEASTAR IS ACTING ON SUBSCRIBER'S BEHALF AS A DISCLOSED AGENT AND WILL SUBMIT THE SUBSCRIBER'S MATERIAL TO LISTING PRINCIPLES IN THE MUSIC INDUSTRY IF SUBSCRIBER IS ACCEPTED.

IN THE EVENT THAT THE SUBSCRIBER IS ACCEPTED, SUBSCRIBER HEREBY WARRANTS THAT NO CONNECTION OR LIABILITY WILL BE PLACED ON YOUSHOULDBEASTAR IF NO MAJOR DEAL ARISES FOR SUBSCRIBER WITHIN (75) DAYS IN THE EVENT THAT HE/SHE IS ACCEPTED.

SUBSCRIBER HEREBY RELEASES YOUSHOULDBEASTAR FROM ANY AND ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY TAPES, SONGS, OR RECORDINGS SUBMITTED TO YOUSHOULDBEASTAR INCLUDING BUT NOT LIMITED TO ANY CLAIMS OF COPYRIGHT INFRINGEMENTS BY ANY THIRD PARTY OR ON BEHALF OF A SUBSCRIBER.

SUBSCRIBER HEREBY WARRANTS AND REPRESENTS THAT ALL MATERIAL SUBMITTED IS THE ORIGINAL CREATION OF THE SUBSCRIBER AND THAT NO OTHER THIRD PARTY HAS ANY RIGHTS OR CLAIMS THERETO.

IN THE EVENT OF A BREACH OF THIS AGREEMENT, THEN ALL COSTS AND EXPENSES INCLUDING REASONABLE ATTORNEY FEES INCURRED BY THE PREVAILING PARTY THEREIN SHALL BE PAID BY THE OTHER PARTY. THE OBLIGATION ON THE PART OF THE OTHER PARTY SHALL BE DEEMED TO HAVE ACCRUED ON THE DATE OF THE COMMENCEMENT OF SUCH ACTION AND SHALL BE ENFORCEABLE WHETHER OR NOT THE ACTION IS PROSECUTED TO JUDGEMENT. SHOULD YOUSHOULDBEASTAR BE NAMED AS A DEFENDANT IN ANY SUIT BROUGHT BY OR AGAINST SUBSCRIBER IN CONNECTION WITH OR ARISING OUT OF SUBSCRIBER'S SONGS OR RECORDINGS, SUBSCRIBER SHALL PAY TO YOUSHOULDBEASTAR ITS COSTS AND EXPENSES INCURRED IN SUCH SUIT INCLUDING REASONABLE ATTORNEY FEES.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. SHOULD EITHER PARTY INSTITUTE LEGAL SUIT OR ACTION FOR ENFORCEMENT OF ANY OBLIGATION CONTAINED HEREIN IT IS AGREED THAT THE VENUE OF SUCH SUIT OR ACTION SHALL BE IN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND SUBSCRIBER EXPRESSLY CONSENTS TO YOUSHOULDBEASTAR DESIGNATING THE VENUE OF ANY SUCH SUIT OR ACTION.

THE PROVISIONS HEREIN SHALL INURE TO THE BENEFIT OF THE PARTIES HEREIN AND ANY HEIRS, SUCCESSORS OR ASSIGNS AND SHALL SURVIVE THE TERMINATION OR CANCELLATION OF THIS AGREEMENT.