AT&T Dedicated Hosting Service Level 2

REDACTED EXHIBIT 10.4


-------------------------------------------------------------------------------- Customer Name Service Period


Artist Direct Twelve (12) months --------------------------------------------------------------------------------


1. INITIAL CONTRACT TERM, SERVICE PERIOD, AND BILLING


The Initial Contract Term begins on the Effective Date and, if applicable, ends on the anniversary of the Implementation Date (as defined below) unless terminated earlier in accordance with the provisions hereof. Charges for customer's early cancellation of service are set forth on the Price Sheet. After the Initial Contract Term, this Attachment shall continue in effect until terminated as set forth in the AT&T Web Site Services Attachment to which this Attachment is appended; provided, however, that in the case of Collocated Web Services (as defined below), this Attachment shall expire no later than the date on which the Lease (as defined below) expires or is terminated unless the same has been replaced with another Lease, and provided further that it is understood that AT&T shall have no obligation to renew, extend, keep in effect or replace the Lease. Billing, with respect to each site, begins as of the date of physical completion of server deployment and connection of the server to AT&T's network ("Implementation Date"), regardless of when or whether the customer's content has been deployed. The Service Period begins on the Implementation Date.


2. ABSENCE OF SUPPORT FOR AUTHORING TOOLS OR CONTENT


Customer is solely responsible for creating, updating and maintaining the Content. AT&T will not provide support for use of content authoring tools or other support in connection with the Content of Customer's Web Site.


3. COLLOCATION SPACE


The services covered by this Attachment may involve the provision to Customer of collated web services ("Collocated Web Services"), which include a AT&T- or customer-owned server or other equipment that is to be collocated on AT&T's premises and which may include use of third party software, hardware or other third party services. The collocation space (the "Space"), which is in premises that may be leased by AT&T, is described on Exhibit A. If Customer has elected to do so, AT&T agrees to allow Customer to place certain equipment (the "Equipment") as defined in Exhibit A, subject and subordinate to the terms and provisions of the applicable lease or leases (the "Lease") between AT&T or its affiliates and the landlord or landlords of the Space. The Equipment shall be approved by AT&T prior to installation in the Space and shall not exceed the standard dimensions identified in the Price Sheet. Customer hereby accepts the Space in its as is condition and acknowledges that AT&T has no obligation to make alterations, improvements, additions, decorations or changes within the leased premises, Space or any part thereof. In connection with the provision of the Space, AT&T shall provide to Customer the installation services, remote hand services and other space services set forth on Exhibit A hereto. In the event of any taking by eminent domain or damage by fire or other casualty to the leased premises or the Space, Customer shall acquiesce and be bound by any action taken by or agreement entered into between AT&T or its Affiliates and the landlord or landlords with respect thereto.


4. EQUIPMENT


All right, title and interest in all facilities and associated equipment provided by either party shall at all times remain exclusively with such party. Neither party shall create any liens or encumbrances with respect to such facilities or equipment of the other party. Upon termination of Collocated Web Services, Customer shall as promptly as possible and in any event within 60 days of termination, release to AT&T all IP addresses provided by AT&T in connection with the Collocated Web Services. Upon termination of this Attachment, Customer shall leave the Space in as good condition (except for normal wear and tear) as it was at the commencement of this Attachment, and shall remove its Equipment and other property from the Space. Upon sixty (60) days' prior written notice or, in the event of an emergency, with as much notice as may be feasible, AT&T may require Customer at Customers expense to relocate the Equipment within the leased premises, provided, however, that the site of relocation shall afford comparable environmental conditions for the Equipment and comparable accessibility to the Equipment. AT&T shall use reasonable efforts to maintain the Collocated Web Services in accordance with applicable performance standards therefor and to obtain and keep in effect all rights of way required to provide the Collocated Web Services. AT&T shall have no responsibility for the hardware maintenance and repair of, or any liability of any kind with respect to, facilities and equipment which it does not furnish, and may assess Customer its standard charge for any false call outs.


5. INDEMNIFICATION


Without limitation of any other provision of the Agreement, Customer hereby agrees to indemnify and hold harmless AT&T against any and all liabilities, costs, expenses and claims relating to (i) Customers unlawful or improper use of the Collocated Web Services, the Space or lease premises or the AT&T network, (ii) Customers failure to comply with the terms and provisions of the Agreement, including without limitation this Attachment, or (iii) property damage or personal injury claims caused by Customer's acts or omissions or arising from its operation of its Equipment or its use of the Space or the leased premises.


6. ACCESS


As part of the covered services, Customer is granted access into AT&T's Space. Customer shall at all times use care when working in and around AT&T's or other Customer's equipment. AT&T, at its sole discretion, may grant Customer use of an access card. In the event such a card is lost or stolen, Customer shall so report to AT&T as soon as its loss is discovered. A lost or stolen access card is replaceable upon payment of a replacement fee to AT&T.


7. INTERNET SERVER AVAILABILITY


Under the AT&T Internet Server Availability Guarantee Program, AT&T Level 2 Dedicated Hosting Service Customers have the confidence that their Web Site will be accessible by end users of the global Internet, subject to the program rules and regulations set forth below.


If an AT&T-hosted Customer reports that an end user has been unable to access their Web Site due to the unavailability of the AT&T content hosting production web server, the Customer will be eligible to receive a credit against his/her hosting Monthly Service Fee incurred during the affected month as specified below, subject to the program rules and regulations set forth below.


Interruptions of 24 hours or less


------------------------------------ --------------
Interruption Length Credit


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less than 4 hours none
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4 hours-7 hours 59 minutes 1/3 day
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8 hours-11 hours 59 minutes 1/2 day
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12 hours-15 hours 59 minutes 2/3 day
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16 hours-24 hours one day
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Interruptions of over 24 hours -- Interruptions over 24 hours will be credited 1/6 day for each 4-hour period or periods or fraction thereof. No more than one full day's credit will be allowed for any period of 24 hours.


Program rules and regulations:


1. Claims may be made only by participating AT&T Hosting Service Customers.


2. An outage under this limited guarantee is defined as unscheduled
unavailability of an AT&T Hosting Server and does not include outages for
scheduled periods of maintenance and upgrades. Notice of a scheduled outage
may be given by posting of the notice on the applicable customer care
website for the service.


3. Web server availability only applies to content hosting servers used for
hosting Customer's Web Site. It does not apply to servers used to provide
services other than this Hosting Service, including without limitation
transaction service servers or AT&T Internet mail servers. 2


AT&T MA Reference No.______


AT&T Dedicated Hosting Service Level 2


4. AT&T must be notified in writing of a claim by a Customer within 10 days of
an occurrence of a possible Service outage. Customer claims must be sent to
the e-mail address attsupport@cerf.net or as otherwise specified in the web
site provided by AT&T for customer support. All submitted claims must
include the date and time of the Service outage.


5. All claims are subject to review and verification by AT&T.


6. AT&T will be the sole party to verify and determine that an AT&T Hosting
Server experienced an outage.


7. A Customer may only receive credits equal to up to one (1) month's AT&T
Hosting Service Fee during any calendar quarter. A Customer will not receive
a credit for AT&T Web Hosting Nonrecurring Charges, other recurring monthly
charges, or charges related to storage space and data download by users.


8. AT&T reserves the right to change or modify the program rules and
regulations or discontinue this limited guarantee program at any time
without notice.


9. Credits are exclusive of any applicable taxes charged to Customer of
collected by AT&T.


This limited guarantee is subject to the applicable AT&T Hosting Service terms and conditions set forth in the AT&T Web Site Services Attachment to which the Attachment is appended.


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AT&T MA Reference No.______


AT&T Dedicated Hosting Service Level 2


EXHIBIT A
REMOTE HANDS - TERMS OF SERVICE


1. Remote Hands Services.


Customer has, pursuant to this Attachment, located certain equipment on AT&T premises (th ...