SISTAMIX is a wholly owned subsidiary of QMG (Quintessential Media Group).

SISTAMIX TERMS OF SERVICE

These terms of service (the "Terms of Service" or "TOS") apply to and govern your use of this site and the SISTAMIX Services (as hereinafter defined, and, collectively referred to as the "Site"). Your use of the Site signifies your agreement to be bound by these Terms of Service. If you do not agree to be bound by these Terms of Service, you may not access or otherwise use the Site. Before using the Site, please review the SISTAMIX Privacy Policy Statement (the "Privacy Policy"). As used herein, any references to "your" or "you" shall include any authorized user of your Account.

PERSONS UNDER THE AGE OF 13
You must be 13 years of age or older to enter this Site and/or download any of the files available on the Site. If you are under the age of 13, please exit the Site. For a complete discussion of the Children's Online Privacy Protection Act ("COPPA"), please see our Privacy Policy.

LICENSE TO USE THE SITE
In connection with your use of the Site, SISTAMIX grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Site and the materials thereon, including the "Site Content" as described herein for your personal use only, by way of one (1) computer connected to the Site over the Internet, provided that you comply fully with these Terms of Use. You may "cache" pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site in the future, however any other copy or use of a portion of the Site will constitute a copyright violation. You shall not interfere or attempt to interfere with the operation of the Site in any way through any means or device including, but not limited to, spamming, hacking, up-loading computer viruses or time bombs, or any other means expressly prohibited by any provision of these TOS.

CHANGES TO SITE AND/OR TERMS
AND CONDITIONS OF SERVICE
SISTAMIX reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Site or these Terms of Service, in whole or in part, at any time. Changes to these Terms of Service will be effective when posted. SISTAMIX will notify all users by way of announcement on SISTAMIX, if and when changes are made. You agree to review these TOS periodically to be aware of any changes. Your continued use of the Site after any changes to these TOS are posted will be considered acceptance of those changes.

CHANGES IN SITE OWNERSHIP
You will be deemed to have consented to the transfer and/or disclosure to a subsequent owner of this Site, of any personal information submitted by you and contained in SISTAMIX database if SISTAMIX assigns all of its rights and obligations regarding the use of your personal information to an entity that agrees in writing to be bound by the existing Privacy Policy at the time of a merger, acquisition, or sale of all or substantially all of SISTAMIX assets.

OWNERSHIP AND INTELLECTUAL PROPERTY
SISTAMIX is the exclusive owner and proprietor of the Site. The Site Content and Site code ("Site Code") as they exist on the Site are offered to you by SISTAMIX for limited use pursuant to these Terms of Service, and are subject to the terms of our content submission agreement (or AV Agreement as defined below) with 3rd parties. As used herein, "Site Content" means any and all human readable patent audio and/or visual elements of this Site created or owned by SISTAMIX, or 3rd parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works (including, for example, without limitation, movie trailers or episodic works), designs, logos, information, and other content made available through the Site. "Site Code" means any and all underlying elements of the Site, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Site.

The Site Content and Site Code are owned by SISTAMIX and/or its licensors and content providers, and are protected by applicable domestic and international copyright laws. Unless expressly permitted by SISTAMIX, you shall not capture, reproduce, perform, transfer, sell, license, modify, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link distribute, or exploit in whole or in part any Site Content or Site Code. Any violation of copyright laws may result in severe civil and criminal penalties.SISTAMIX, and " SISTAMIX" and each of the foregoing company's logos are registered trademarks and/or service marks ("Marks") belonging to each respective company or its affiliates. Any unauthorized use of these Marks is strictly prohibited.

SOFTWARE
At any time, SISTAMIX may, in its sole discretion, make available to users certain software that may be either accessible or downloaded from this Site. In the event you access or download software from this Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by SISTAMIX or a SISTAMIX approved third party software provider ("Third Party"). In the event that SISTAMIX is the proprietor of the Software, under no circumstances shall title to the software be transferred to you by SISTAMIX. You own the medium on which the Software is recorded, but SISTAMIX retains full and complete title to the Software, and all intellectual property rights therein. Should SISTAMIX make available for access or download, a third party's software ("Third Party Software") through the Site, your access or download and use of such Third Party Software shall be subject to the terms of use set forth by such Third Party, and any applicable license agreement in connection with its software. SISTAMIX does not grant you the right to redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form, unless such right is specifically granted herein.

UNSOLICITED SUBMISSIONS
SISTAMIX is pleased to hear from its customers and welcomes your comments regarding SISTAMIX products, including SISTAMIX online Services. These comments should only be submitted to one of the mailboxes available to users of SISTAMIX Examples of these mailboxes can be found below. Unfortunately, however, SISTAMIX (see SUBMITTED CONTENT below). Please see the SERVICES RULES for all other guidelines concerning content submitted to any SISTAMIX Service.

SERVICES, COMMUNITY AND PUBLIC COMMUNICATIONS
As a convenience to its visitors, SISTAMIX may provide, from time to time and at its sole discretion, one or more chat areas, message boards, e-mail functions, instant messaging service, voice-mail, Showcase Pages, browser based content tools and other services (collectively, the "Services"). Services are provided by SISTAMIX to you and others subject to these TOS, the Guidelines for Use of the Services, (as defined below) the Privacy Policy, the AV Agreement, and other rules that may be published from time to time by SISTAMIX. SISTAMIX currently provides the Services free of charge to users who agree to abide by these TOS and the Guidelines for Use of the Services. SISTAMIX reserves the right to change the nature of this relationship at any time, and may at some time in the future offer enhanced subscription based Services at an additional charge.

REGISTRATION AND ACCEPTANCE OF TERMS
In consideration for your use of SISTAMIX and its Services, you agree to (i) comply with these TOS and the Guidelines for Use of the Services, (ii) provide SISTAMIX with accurate, complete and true information about yourself as required on any registration form throughout SISTAMIX (your "Registration Information") in order to create your SISTAMIX Account (your "Account"), and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate these TOS, the Guidelines for Use of the Services, or provide inaccurate, false, or non-current Registration Information may, at SISTAMIX sole discretion, have their Account suspended or terminated, and may be permanently banned from using any or all of the SISTAMIX Services.

As part of your Account, you will be responsible for creating and maintaining the confidentiality of your user name and password. You are responsible for all activity occurring under your Account. You agree that you will (i) immediately notify SISTAMIX of any unauthorized use of your user name or password and (ii) ensure that you properly exit a Service at the completion of your session. SISTAMIX shall have no liability for any loss or damage arising from your Account or your failure to comply with these requirements

USING ANY SERVICE (including but not limited to entering the community forums) WILL CONSTITUTE ACCEPTANCE OF THESE TERMS OF SERVICE AND YOUR COMPLIANCE WITH THE GUIDELINES FOR USE OF THE SERVICES. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS OF SERVICE OR THE GUIDELINES FOR USE OF THE SERVICES, PLEASE DO NOT USE ANY OF THE SERVICES OFFERED BY SISTAMIX

SERVICE RULES
You are entirely responsible and liable for all activities conducted by you and any authorized user of your Account while utilizing the Services, including the transmission, posting, or other provision of text, files, links, software, photographs, video, sound, music or other information or material to any portion of the Services ("Content"), and such Content shall at all times be subject to the terms set forth in the AV Agreement. Listed below are some, though not all, violations that may result in SISTAMIX terminating or suspending your access to the Services. You agree not to do any of the following actions while using any Services:

(1) Harass, threaten, embarrass or cause distress or discomfort upon another Services participant, user, or other individual or entity;
(2) Transmit any Content, using any of the Services, that SISTAMIX considers to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable;
(3) Cause any chat room screen in any chat room to "scroll" faster than other users are able to type to it or any action of a similar disruptive effect;
(4) Impersonate in any of the Services any person, including but not limited to, a SISTAMIX official, chat or message board leader, guide or host;
(5) disrupt the normal flow of dialogue in an SISTAMIX chat room or otherwise act in a manner that negatively affects other participants;
(6) Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation while using the Services;
(7) Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing any of the Services;
(8) Invade the privacy or violate any personal or proprietary right of any person or entity; and
(9) Infringe the intellectual property rights or similar rights, including but not limited to copyrights and trademarks, of any person or entity.

By posting or uploading Content to any Service or submitting any other Content to SISTAMIX, you automatically grant (or warrant that the owner of such rights has expressly granted) SISTAMIX a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, sub-license, create derivative works from and distribute such materials or incorporate such Content into any form, medium, or technology now known or later developed throughout the universe as specified in the AV Agreement. In addition, you warrant that the content as uploaded or posted by you does not violate any person's so called "Rights of Authors" or "Moral Rights" (Droit Morale) (or other similar or analogous rights under any applicable laws of any country of the world).
You understand that the uploading to and/or posting of any Content using any Service shall not be subject to any obligation of confidence on the part of SISTAMIX, and SISTAMIX shall not be liable for any use or disclosure of any Content.
You agree to indemnify SISTAMIX for any and all claims, damages, losses, and causes of action arising as a result of your posting or uploading any Content to any Service or submitting any Content to us or your failure to comply with these TOS. While SISTAMIX review’s Content posted by users of the Site, and is not responsible for the content of these submissions, SISTAMIX reserves the right to delete, move, or edit Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, violates any person's rights of privacy or publicity or otherwise unacceptable.

LINKED SITES
SISTAMIX is not necessarily affiliated with Web sites which may be linked to or from the Site (the "Linked Sites") and is not responsible for their content. Links from the Site to the Linked Sites are for your convenience only and you access them at your own risk.

NO RESALE / EXPLOITATION
You understand and agree that you may not reproduce, copy, resell, manipulate, or exploit any part of the Site, the Site Content or Site Code (collectively known as "Site Materials") for any commercial purpose.

NON-UNITED STATES RESIDENTS
SISTAMIX makes no representation that the Site Materials, including merchandise offered for sale on the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States of America. Those who choose to access the Site from locations outside of the U.S.A. do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. With respect to shipments of merchandise to consumers, wherever they may reside, title to the merchandise and risk of loss shall pass to the buyer upon delivery of the merchandise to the common carrier.

JURISDICTIONAL ISSUES
The Site is controlled and operated by SISTAMIX from its offices within the State of California, United States of America. SISTAMIX makes no representation that Site Materials are appropriate or available for use in other locations. Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

TERMINATION
You understand and agree that SISTAMIX may, in its sole discretion and at any time, terminate your password, Account or use of any Service, and discard and remove any Content posted or submitted by you to the Site or any Service, for any reason. SISTAMIX may also, in its sole discretion and at any time, discontinue any Service or limit or restrict any user's access thereto, for any reason. You understand and agree that SISTAMIX may take any one or more of these actions without prior notice to you. Should SISTAMIX take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your Account, including your Registration Information and submitted Content. You understand and agree that SISTAMIX shall not have any liability to you or any other person for any termination of your access to any Service and/or the removal of information concerning your Account.

AUDIO/VISUAL SUBMISSION AGREEMENT
We are pleased that you have decided to upload certain audio, visual and audio/visual work(s) (Submission(s)) to SISTAMIX, (SISTAMIX) for use on the Web Site of the same name as well as on other Online Media (as defined herein) (the Web Site). You are welcome to use your digital storage locker (known as the "Stash") and your area on our Web Site for storing and Exploiting (as defined herein) your Submission(s) in the SISTAMIX Community ("Media Page") in any manner that suits you, subject to the terms of the SISTAMIX Terms of Service and the terms of this Audio/Visual Submission Agreement ("Submission Agreement").

In order to avoid any misunderstandings and for our mutual protection with respect to such matters, SISTAMIX follows a policy of requiring persons who submit a Submission to agree to certain terms and conditions, prior to uploading your first Submission. Please review the terms of the SISTAMIX Terms of Service as they will apply to all Submissions, and are hereby incorporated into the terms of this Submission Agreement.

In consideration of your use of, Media Page and the publicity you and your Submission(s) will receive from the Web Site, you hereby irrevocably grant to SISTAMIX the right to use, perform, copy, reproduce, transmit, exhibit, distribute, market, publicize, advertise, display and otherwise exploit ("Exploit") your Submission(s), and excerpts, trailers, and clips thereof over all media now known or hereafter devised, including the Internet and other secured switched packet technology and other online (wired or wireless) and/or computer assisted media ("Online Media"), and in connection therewith to use and perform any and all music, lyrics and musical compositions contained in the Submission(s) and/or recorded in the soundtrack thereof throughout the universe (the "Territory") and in perpetuity ("Term"). Without limiting the foregoing, SISTAMIX shall have the right, but not the obligation, to Exploit the Submission(s) continuously and an unlimited number of times, to use the title of the Submission(s) (if any) and images from the Submission (s) marketing and publicizing the Submission(s) and the Web Site in traditional off-line media, including, but not limited to print, television, theatrical motion picture and radio ("Offline Media") and to Exploit the Submission(s) in all areas of the Site, including the Media Page, featured content areas, by allowing the Submission(s) in its/their entirety and/or excerpts of the Submission(s) to be exhibited, copied, transmitted, downloaded and/or used in conjunction with Web Site and its related tools. Without limiting the foregoing, the rights granted to SISTAMIX shall include the sole and exclusive right (i) to make such dubbed and titled versions of the Submission(s), and the trailers thereof, for use in the Territory in any Online Media as SISTAMIX deems advisable. (ii) to permit commercial messages (including without limitation banners, frames, animations, links, etc.) to be transmitted, broadcast or telecast before, during or after the exhibition of and/or contiguous to the Submission(s), (iii) SISTAMIX requires, including (but not limited to) changes needed to make the Submission(s) suitable for exhibition in any part of the Territory or to meet exhibition requirements (including without limitation time and length requirements and standards and practices) (iv) to use the Submission(s) and excerpts thereof to promote the Submission(s), SISTAMIX and the Web Site in Off-line Media. You shall be solely responsible for the quality of the Submission(s), except for any portion thereof created by SISTAMIX, if any. To the extent allowable by applicable law, you hereby waive all moral rights in connection with such works, together with any other rights that are not capable of assignment or transfer, and you authorize SISTAMIX and its affiliates and designees to use such rights without limitation throughout the Territory. You agree to execute any further documentation relating to such transfer or waiver at the request of SISTAMIX, failing which, SISTAMIX is authorized to execute same as your attorney-in-fact.

In consideration of SISTAMIX Exploitation of the Submission(s), it is understood and agreed that SISTAMIX (and its affiliated companies, officers, agents, employees, successors, licensees and assigns) are released from any past, present or future liability (for any and all claims, whether known or unknown) with respect to the Submission(s), including, without limitation, any such liability arising out of the use or non-use thereof, or the disclosure thereof to any third party.

The submission by you of the Submission(s) does not, in whole or in part, establish or create by implication or otherwise, any relationship between SISTAMIX and you not otherwise expressed herein. The relationship between you and SISTAMIX established by this Submission Agreement is that of independent contractors, and nothing contained in this Submission Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other, constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

You further understand and agree that SISTAMIX, in its sole judgment, may accept or reject the Submission(s) and shall not be obligated to you in any way with respect to such Submission(s). You acknowledge that other persons may have submitted to SISTAMIX or to others, or may have made public, or may hereafter originate, submit, or make public, similar or identical material that SISTAMIX has the right to use. You understand that you shall not be entitled to any compensation or claim against SISTAMIX because of SISTAMIX use of such other similar or identical material.

You hereby warrant that your Submission(s) is/are original with you and that you have the full and unconditional right to disclose the Submission(s) and grant the rights set forth herein. Except as otherwise indicated below, you also warrant that you have the entire right, title and interest in and to each of your Submission(s), and that no funds, resources or other contribution of any other person or organization were used in their conception or development.

The Submission(s) shall not contain any information that, in SISTAMIX sole judgment, may be in bad taste or in violation of law, may constitute libel or slander, may be inconsistent with SISTAMIX s public image, may fail to meet community standards or online conduct guidelines regarding obscenity or indecency, or may tend to bring disparagement, ridicule, or scorn upon SISTAMIX, Inc., (such content collectively referred to herein as "Prohibited Content"). If notified of, or SISTAMIX discovers, allegedly infringing, defamatory, libelous, slanderous, damaging, obscene, indecent, illegal, or offensive material, SISTAMIX may (but shall not be required to) investigate the allegation and determine in its sole discretion whether to remove immediately the material forthwith. SISTAMIX may, in its sole discretion, place on any Web page, or on any other graphical or non-graphical interface, an on-screen disclaimer that limits SISTAMIX responsibility for the Submission.

SISTAMIX does not represent, warrant, or guarantee that SISTAMIX will Exploit any Submission in any way

You shall defend, indemnify and hold SISTAMIX and any of its affiliated companies, owners, principals, employees, licensees, partners, officers, directors, shareholders, agents, successors, assigns and representatives (collectively SISTAMIX Indemnified Parties) harmless from and against all charges, claims, liabilities, damages, judgments, losses and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and costs) which may be sustained or suffered by or secured against SISTAMIX or SISTAMIX Indemnified Parties, by anyone other than you arising out of or relating to: (a) the Exploitation, display, exhibition, transmission or reproduction of any part of the Submission; (b) any negligent act, misfeasance, or nonfeasance by you or any of your agents, contractors, servants, employees, or licensees; or (c) the breach or alleged breach of your representations, warranties or agreements set forth herein. At SISTAMIX request, you shall provide a defense for SISTAMIX, and any SISTAMIX Indemnified Parties in any such action or proceeding, actual, threatened, or potential and shall consult with SISTAMIX in conducting such defense (or, at SISTAMIX election, reimburse SISTAMIX for reasonable fees and costs of SISTAMIX own counsel).

This Submission Agreement sets forth the entire understanding between you and SISTAMIX, supersedes any prior discussions or correspondence, if any. The Submission Agreement may only be amended by SISTAMIX from time to time as it is posted on the Web Site and as SISTAMIX shall notify you. This Submission Agreement shall be deemed to have been negotiated and entered into in the State of California and shall be governed by and construed in accordance with the laws of the United States of America and of the State of California (other then their rules of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby). With respect to any suit, action or proceedings relating to this Submission Agreement, each party irrevocably submits to the jurisdiction of the courts located in San Diego, California. In the event that any one or more of the provisions contained in this Submission Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Submission Agreement, and this Submission Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. If either party should waive any breach of any provision of this Submission Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.