Updated August 1, 2008
1. Introduction
The Urbmob.com (“Urbmob”) service and network (collectively, the "Site" or the "Service(s)") are operated by mBeat Media, Inc. ("mBeat", "us", "we" or the "Company").
Urbmob offers a unique opportunity for you (the "User" or "you") and all of our users to contribute to the success of our Site and in doing so earn cash and valuable marketing rewards by sharing directly in net mobile subscription revenues generated by the Company. Your opportunity to earn cash and marketing rewards and share in our revenues is through your participation in our Talent Rank Revenue Share Rewards and New Subscriber Referral Fee Program, the terms of which are described in these guidelines and is also subject to our Site's Terms of Use. As further described below, we may change these Program Guidelines from time to time, so you should review this page periodically for any changes that might affect you.
2. How You Can Earn Cash and Valuable Marketing Rewards
User Accounts and User Profiles
Each User will have their own User Account that tracks and reports the earnings and activity attributable to their User Profile. Each User Profile will track the User's Current Account balance and their Lifetime Earnings Account. Users can qualify to receive cash from the Cash User Pool equal to the balance in their Current Account and become eligible to receive marketing and promotional support from the Marketing Dollars User Pool based on the cumulative balance in their Lifetime Earnings Account. The Current Account shows how many dollars a User has in their account at any given time (after deduction for any past cash payments made to them), while the Lifetime Earnings Account shows the total dollars earned by a User over the lifetime of their account (including dollars that have already been redeemed or paid out).
Users can set up User Profiles identifying themselves as:
Revenue Sharing through the User Pool
The Company has created a "User Pool" through which the Company will share 25% of its Urbmob Revenue with its Users. As described in Section 3 below, through participation on our Site, our Artist Users, Model Users and Fan Users can earn and receive real cash payments directly from the Cash User Pool and can qualify to receive marketing rewards and other promotional support from our Marketing Dollars User Pool.
Urbmob Revenue
"Urbmob Revenue" shall include all net mobile subscription revenues the Company generates from its subscribers who use the short code 872662 to download content from the Company's Site to their mobile devices. Net mobile subscription revenues shall include all revenue, income or other monies actually received or credited to the Company from mobile carriers or aggregators through this short code, less fees, commissions and any and all other payments, charges or returns deducted by or paid to the mobile carriers, refunds, chargebacks and sales taxes. For the purpose of making daily contributions to the Cash User Pool and daily allocations to the Marketing Dollars User Pool, we will determine the amount of Urbmob Revenue earned on a daily basis, and may use certain estimates, assumptions and rolling-averages to help us make such determination.
Cash User Pool
Specifically, the Company will contribute, on a daily basis, a number of dollars (we mean actual US dollars) equal to 25% of its estimated Urbmob Revenue earned each day to a segregated Cash User Pool. These dollars, in turn, will be allocated from the Cash User Pool and will be made available for distribution on a daily basis to our Users and reported in their individual User Accounts based on the terms of our Talent Rank Revenue Share Rewards and New Subscriber Referral Fee Program outlined below.
Marketing Dollars User Pool
In addition, from time to time, we will allocate an amount (to be determined at our sole discretion) to a separate Marketing Dollars User Pool to promote Artists and Models on our Site.
User Pool Subsidy
Through the current phase of the program (until August 31, 2008) and to the extent sufficient Urbmob Revenue is not generated for this purpose, the Company agrees to contribute a minimum of $100 in cash to the Cash User Pool each day and allocate from time to time, an amount which will be determined at our sole discretion to the Marketing Dollars User Pool to fund awards to Users.
Funds for Cash User Pool to be Maintained in Segregated Account
The Company will deposit and keep funds for the Cash User Pool in a separate bank account segregated from the Company's general operating bank accounts in order to more efficiently administer the cash awards program and better preserve and make available such funds for distribution to qualifying Users. Funding for the Marketing Dollars User Pool will not be deposited into or kept in a segregated bank account and ultimately will be funded by, and subject to any claims against, funds in the Company's general operating accounts.
3. The Talent Rank System: How Our Users Earn Cash
Each day, an amount equal to 25% of the Urbmob Revenue for that day will be contributed to the Cash User Pool.
Talent Ranking Based on Mobile Downloads
The Site will maintain a daily ranking of Artists, Models and Fans based on the number of times content from their User Profile is downloaded by mobile subscribers. Any time content of an Artist or Model is downloaded to a mobile device from their User Profile, the Artist or Model will get credit for one download. Any time content gets downloaded to a mobile device from a Fan's User Profile, the Fan gets one mobile download credit and the Artist or Model whose content is downloaded gets one mobile download credit. Note, however, that content of an Artist or Model downloaded to the number of the mobile device associated with an Artist, Model or Fan's User Profile, or any content from any User Profile that is downloaded multiple times to the number of a single mobile device (except for the first download), shall not receive download credit and shall not be included in the calculation that determines an Artist, Model or Fan's daily ranking. For more information see Section 9 below. We reserve the right to change the basis for our rankings from the number of mobile downloads to any other factors we may select, in our total discretion, subject to posting those new factors and criteria on our Site. For example, we may decide to rank and/or award Users on factors that are designed to attract new subscribers and we may decide to give bonus download credits to attract new Artists.
Payments to Users Based on Rankings
Based on these rankings, we will award to our winning Users each day a number of dollars equal to 100% of the dollars we contributed to the Cash User Pool for that day (the "Daily Cash Awards Amount"). The higher your ranking and the more subscription revenues you help generate for the Site, the more dollars you earn in your User Account. It's that simple. Each individual User Account will be updated daily to reflect these daily cash awards.
Our 70/20/10 Daily Payment Formula
Each day, 70% of the Daily Cash Awards Amount (the "Artist Allocation Percentage") will be awarded to Artist Users who are ranked in the top 20 Artists of the day (with the Top Artist receiving 25% of the Artist Allocation Percentage and the other top 19 Artists receiving increasingly lesser percentages based on their relative ranking in the top 20). 20% of the Daily Cash Awards Amount (the "Model Allocation Percentage") will be awarded to Model Users who are ranked in the top 10 Models of the day (with the Top Model receiving 35% of the Model Allocation Percentage and the other top 19 Models receiving increasingly lesser percentages based on their relative ranking in the top 10). The remaining 10% of the Daily Cash Awards Amount (the "Fan Allocation Percentage") will be awarded to Fan Users who are ranked in the top 10 Fans of the day (with the Top Fan receiving 35% of the Fan Allocation Percentage and the other top 9 Fans receiving increasingly lesser percentages based on their relative ranking in the top 10). Specifically, the Daily Cash Awards Amount will be distributed to our Users on a daily basis as follows:
Our Right to Change Ranking System and Payment Terms
We reserve the right, in our sole discretion, to change the above ranking system, payment formula, and percentage allocations or add new or remove entire payment categories to or from the list as our Talent Rank system evolves and the needs and expectations of our Users change. We will post any such changes to our Site.
Users Not Required to Subscribe to our Service
Users who have not subscribed for our monthly downloading service are free to post content and use our Site, but the downloads of only those Users who subscribe to our service will qualify in determining the rankings of our daily Talent Rank competitions.
Daily Updates to User Accounts
User Accounts will be updated based on daily activity but posting of actual dollars earned by a User to their User Account on a given day may take from two (2) to seven (7) business days after the date such dollars are earned. No dollars earned by a User can be paid out in cash to the User until the dollars are posted to the User Account and then only in compliance with the Payment Rules set forth below. We want to make earning cash in your User Account and getting that cash paid out to Users as simple and straightforward as possible. See our Payment Rules set forth below.
4. Payment Rules
How to Request Payment from your User Account
A User may request and receive payment from the Company (i.e. "cash-out") for some or all of the dollars in their User Account at any time that the User has at least $100 in their User Account. Requests for payment can be made online by clicking on the Request for Payment link on our Site and completing and submitting the online Request for Payment request form, or by simply sending an email to support@urbmob.com and requesting payment. You can also request payment in writing by submitting the Request for Payment Form to us at mBeat Media, Inc., Payment Claims Processing Department, 11600 Sunrise Valley Drive, Reston, VA 20191 or by contacting our payment processing department by phone at 888-872-9186. We plan to process cash payments to Users on a monthly basis on the last day of each month. Users should allow for up to a week for us to review and validate their requests for payment before we can submit them for inclusion in the next monthly check run. Despite the foregoing, Users with balances of less than $100, may be given the option from time to time, at our sole discretion, to redeem some or all of the dollars in their User Account for merchandise, goods or some other form of consideration.
Redemption Options for Users With Less Than $100
Although Users with balances in their User Account of less than $100 cannot "cash-out" their balance (see above), we may from time to time, in our sole discretion, offer such Users the opportunity to redeem some or all of the dollars in their User Account for merchandise, promotional items or other goods or consideration. Such exchange offers may be limited as to duration and as to the type or number of Users offered and to availability of the quantity of items offered for exchange. We may revoke any offer at any time upon notice.
Unredeemed Dollars not Transferable
Dollars earned by Users and reported in their User Accounts are not transferable, may not be combined among Urbmob Users, and until "cashed-out" pursuant to the Payment Rules described herein do not constitute property of the User.
Liquidity Risk and Potential Creditor Claims
Although amounts owed to Users to cash-out the balances in their User Accounts will be funded dollar-for-dollar by a Cash User Pool that will be maintained in a segregated bank account separate from the Company's general operating accounts, the claims of Users for payment on their User Accounts could nonetheless become subject to the claims of our creditors. Users should know that they may not have any greater claim for payment against the Company than any other general unsecured creditor. In other words, although the Company has a contractual obligation to satisfy its payment obligations to Users on the terms described herein, such obligations are not guaranteed, are subject to potentially preferred claims of secured creditors and lenders and are subject to the Company having sufficient capital and liquidity to fund the Cash User Pool and fulfill the payment obligations as they arise.
Forfeiture of Unredeemed Dollars from Inactive User Accounts
Any unredeemed dollars in any User Account in which the User for that account has not logged in for more than three (3) months (an "Inactive Account") shall automatically be forfeited and shall no longer be redeemable. Dollars earned in User Accounts shall not constitute property of a User until the User qualifies for and requests payment for those dollars pursuant to the provisions of this Section 4, and such payment is made to and received by the User. Any rights to payment held by a User shall by contract be automatically forfeited back to the Company if such User's account becomes an Inactive Account as defined above. The Company shall not be required to provide notice to Users regarding accounts that have become or are subject to becoming Inactive Accounts or that their User Account dollars have been or are being forfeited.
As described above, we have created and will fund (and will allocate from time to time an amount to be determined at our sole discretion) a Marketing Dollars User Pool from which we will spend money on certain Marketing Rewards to promote Urbmob Artists and Models.
Any Artist Users or Model Users that accumulate more than $10,000 in their Lifetime Earnings User Account achieve "Premium Status" and thereby become eligible to receive marketing and promotional support in the form of our Marketing Rewards. We reserve the right, in our sole discretion, to select which "Premium Status" Artists and Models will receive one or more of our Marketing Rewards. Factors that we will consider in choosing Premium Status Artists to receive Marketing Rewards include: Artist popularity on the Site and in other media, number of mobile downloads from their User Profile, their current and past Talent Rankings, our judgment of their career potential, their fan base, and other subjective or objective factors we deem appropriate.
Conditions
For any Marketing Rewards awarded to Users hereunder, the Company reserves the right, without the award of any substitute prize or payment of any cash equivalent value, to modify the terms of the Marketing Reward based on the Company's agreements with the providers of Marketing Rewards. The Company's delivery of Marketing Rewards is subject to the timing and availability of the third-party providers of Marketing Rewards. The Company has sole discretion in selecting the providers of Marketing Rewards, including the studio and/or producer to produce the advertisement, recording or photo shoot and to determine the nature and scope of such publication and/or engagement. No exchanges are allowed. The resale or attempted resale of a Marketing Reward is prohibited and will result in the Marketing Reward being voided without the award of any substitute prize, exchange or payment of any cash equivalent value. The Company may condition the delivery of Marketing Rewards upon the User's execution and delivery of: (i) a written affirmation of the User's agreement to be bound by the Terms of Use, including, without limitation, the Section entitled User Content Submissions, (ii) any agreements required by third-party providers of Marketing Rewards, and (iii) a recording contract, if applicable, in a form reasonably satisfactory to the Company.
When an Artist: 1) creates a User Profile and populates the corresponding music player within said User Profile with music subject to and in compliance with our Terms of Use (in the form of both streaming MP3’s and ringtones); 2) subsequently uses the “Share this player” function; and 3) posts said music player to a third party website using the provided embed code (collectively the “Widget”); any ringtone subsequently downloaded from said Widget by a user that results in us successfully billing for a new, first-time, unique $3.99 monthly subscription fee (“New Subscriber”) will be paid a one-time referral fee of $1.00 (“Referral Fee”). Payment will be made to Artist’s User Account on within seven (7) days from the day it was earned. Withdrawals of Referral Fee monies from User Accounts shall be subject to the Payment Rules set out in Section 4 above.
Participation in the Talent Rank Revenue Share Rewards Program is contingent on your full adherence to the Terms of Use and any other rules set forth in writing on the Urbmob.com Site, as they may be amended from time to time. Your use of the Service or the Site constitutes your acceptance of the Program Guidelines and the Terms of Use and any amendments the Company may make hereto or thereto from time to time. It is your responsibility to regularly check the Site to determine if there have been changes to these Program Guidelines and to review such changes. If you do not agree to abide by these or any future Terms of Use or Program Guidelines, do not use (or continue to use or access) the Service or the Site. In order to receive cash payment for dollars in your User Account, you must comply with the Terms of Use, these Program Guidelines, including, without limitation, Section 4 above, and all information requests from the Company. The taxes, including, without limitation, any federal, state, or local taxes which may be deemed applicable in such winner's jurisdiction of residence, if any, arising in connection with a User's receipt of cash or prizes and any other fees arising in connection with a User's receipt of consideration for participation on our Site, shall be the sole responsibility of the User receiving such consideration. The Company reserves the right to withhold any taxes or other withholdings required by applicable law. Any person attempting to defraud or in any way tamper with the Site or User Accounts or who violates the Program Guidelines or Terms of Use may have his or her User Account terminated, will not be eligible to receive or redeem any dollars in their User Account or receive Marketing Rewards and may be prosecuted to the full extent of the law. The Company reserves the right, in its sole discretion, to cancel or suspend the Talent Rank Revenue Share Rewards Program should viruses, bugs or other causes corrupt the proper administration or security of the Program.
The Company reserves the right, in its sole discretion, to change, modify, add, or delete portions of these Program Guidelines at any time, subject to providing written notice on this Site. Changes to the terms can take effect immediately upon notice - no advance notice shall be required. However, except as required by applicable law or as otherwise provided hereunder, the Company will not change these Program Guidelines in any manner that would retroactively cancel or eliminate any dollars earned prior to the date of such change, such change instead to take effect prospectively from the date of notice going forward. If we do make changes, we will post the changes to these Program Guidelines on this page. These changes may include, but not be limited to: changes to program benefits and rewards, conditions of participation, rules and criteria for earning cash and other rewards, the maximum or minimum number of dollars a participant may earn, the number of User Account dollars necessary to redeem them for cash, types of Marketing Rewards available for awards to Users, methods and criteria for participants to earn dollars in their User Accounts, payment provisions, the percentage of Urbmob Revenue contributed to the Cash User Pool, or the activities that trigger payment of dollars to a User's User Account. The Company may at any time in its sole discretion modify these Program Guidelines to include or exclude from Urbmob Revenue portions or categories of the Company's subscription revenues.
To better ensure fair and representative daily rankings under our Talent Rank system, we have placed a daily maximum cap on the number of downloads to any single mobile device that will be counted in tabulating our rankings. The cap is set at one (1) download per day to the number of each mobile device. Downloads in excess of the cap will be excluded from our tabulations. One important exception to the one download per day cap, is that content of an Artist or Model downloaded to the number of the mobile device associated with an Artist, Model or Fan's User Profile shall not be counted at all (each download will receive zero (0) value) in tabulating our rankings. We reserve the right to change the cap number, or eliminate it, in the future as we deem appropriate to protect the integrity of our Talent Rank system.