TERMS AND CONDITIONS

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND STINGRAY LICENSING USA INC. ("STINGRAY") STATING THE COMPLETE TERMS THAT GOVERN YOUR USE OF THE STINGRAY LICENSING SERVICE.  IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, AND ANY FUTURE TERMS, DO NOT USE THE STINGRAY LICENSING SERVICE. BY ACCESSING OR USING THE STINGRAY LICENSING SERVICE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY EACH AND EVERY TERM OF THIS AGREEMENT ("AGREEMENT"). STINGRAY MAY REFUSE ACCESS TO THE STINGRAY LICENSING SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY.

1. The Stingray Licensing Service

Stingray is the owner and provider of the Stingray Licensing service offered on the Stingray Licensing website (www.stingray-music.com), which allows you to search among Stingray's catalog of various re-recordings, save your searches, stream and listen to thirty (30) seconds extracts of such re-recordings, under the terms and conditions set forth herein (the "Service").

2. Objectionable Material

You understand that by using the Service, you may come across content that may be considered offensive, vulgar, indecent, or otherwise objectionable, which content may or may not be identified as having explicit language.  Your use of the Service is at your sole risk and Stingray shall not be liable to you for content that may be found to be offensive, vulgar, indecent, or otherwise objectionable. If you are under the age of majority in the province in which you reside, please review these terms and conditions with your parent or guardian.

3. Content Types

The descriptions and information, such as genres, sub-genres, and the like, are provided for convenience only, and you acknowledge and agree that Stingray does not guarantee their accuracy.

4. Privacy Policy

The Service is subject to Stingray's Privacy Policy, which is expressly made a part of this Agreement. Please review Stingray's Privacy Policy posted on the Stingray Licensing website.

5. Account Data

You agree to provide complete and accurate information about you as may be required to sign up for the Service and at other points as may be required in the course of using the Service ("Account Data"). You further agree to maintain and update your Account Data to keep it accurate, current and complete by accessing My Account Section on the Stingray Licensing website.

6. Security

You understand that the Service and the content available through the Service, including but not limited to, sound recordings and artwork, include a security framework using technology that protects digital information and limits your usage of the Service to certain rules of conduct established by Stingray and its licensors ("Rules of Conduct"). You agree to comply with such Rules of Conduct, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components for any reason whatsoever. Rules of Conduct may be controlled and monitored by Stingray for compliance purposes, and Stingray reserves the right to enforce the Rules of Conduct with or without notice to you. Please review carefully the Rules of Conduct provided in Section 9 of this Agreement.

7. Requirements

You acknowledge that use of the Service may require the use of other hardware and software products and that such hardware and software is your responsibility. It is also your responsibility to pay any bandwidth fees necessary to use the Service.

8. Limited License

Stingray grants you a limited, non exclusive, non transferable, revocable license to access the Service and stream the content available through the Service in accordance with the terms and conditions of this Agreement, including the Rules of Conduct. You acknowledge and agree that the content available through the Service is licensed, not sold, to you, and you acknowledge that the streaming of sound recordings shall not constitute a grant or waiver of any rights of the copyright owners in such sound recordings and the underlying musical compositions embodied therein. You hereby acknowledge and agree that your sole use of the sound recordings accessible through the Service will be the streaming of such sound recordings on the Stingray Licensing website. Any use of the Service or of the content available through the Service other than as specifically authorized herein is strictly prohibited and shall terminate automatically the license granted herein.

9. Rules of Conduct

You acknowledge and agree to use the Service, including the content available through the Service, in compliance with the applicable Rules of Conduct:

(a)	You agree not to use the Service and the content available through the Service in any manner that could damage, disable, overburden or impair the Service or the content available through the Service;
(b)	You agree not to make any copy or other reproduction of the content available through the Service, including but not limited to the sound recordings, and not to use any data mining, robots, scraping or similar data gathering or extraction methods;
(c)	You agree not to use, sell, rent, transfer, license or otherwise provide anybody with the Service and/or the content available through the Service, except as provided herein;
(d)	In the event that Stingray changes any part of the Service or discontinues the Service, which Stingray may do at its own discretion, you acknowledge that you may no longer be able to use the Service or to use it to the same extent as prior to such change or discontinuation, and that Stingray shall have no liability to you in such case; and
(e)	You agree to comply with all applicable federal, state and local laws, and regulations when using the Service and the content available through the Service.

Stingray reserves the right to modify the Rules of Conduct at any time without notice.

10. Removal of Content

Stingray shall have the right to change, suspend, remove, or disable access to any content available on the Service at any time without notice. Stingray shall not be liable for the removal of or disabling of access to any such content.

11. Intellectual Property

You acknowledge that the Service, the Stingray Licensing website and all content thereon, including, but not limited to, designs, text, graphics, logos, button icons, images, pictures, music, information, editorial content, data compilations, files selection and arrangement, links, software, trademarks and trade names are the property of Stingray and/or its licensors, and are protected by applicable intellectual property and copyright laws.  You agree not to use such proprietary information or materials in any way except for use of the Service in accordance with the terms of this Agreement. You agree not to modify, copy or reproduce any and all portions of the Service in any form or by any means, and not to modify, rent, lease, loan, sell, distribute, exploit, or create derivative works based on the Service and/or the content available in the Service, in any manner. You do not obtain any rights under this Agreement in any intellectual property.

12. Third Party Material and Websites

Stingray may provide links from the Stingray Licensing website to certain third party websites. You acknowledge and agree that Stingray is not responsible for examining or evaluating the content or accuracy of any such third-party material or websites. Links to and material from any third party websites does not imply approval or endorsement thereof by Stingray. Stingray does not assume and will not have any liability or responsibility for any third-party material or websites, or for any other material, products, or services of third parties.

You also agree and acknowledge that you may be subject to other terms and conditions from third parties when you use such third parties' material, products, services, software or websites and that the present terms and conditions may no longer apply.

13. Copyright Claims

Stingray obeys all relevant copyright laws, and will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws.  To make a claim, please provide us with the following:

(1)	A physical or electronic signature of the copyright owner or the person authorized to act on its behalf;
(2)	A description of the copyrighted work claimed to have been infringed;
(3)	A description of the infringing material and information reasonably sufficient to permit us to locate the material;
(4)	Your contact information, including your address, telephone number, and email;
(5)	A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(6)	A statement that the information in the notification is accurate, and, under the pains and penalties of perjury, that you are authorized to act on behalf of the copyright owner.

Claims can be sent to copyright@stingray.com or Copyright Claims, c/o Stingray Licensing USA Inc., 6420-A1 Rea Road, Suite 161, Charlotte, North Carolina, USA 28277.

14. Termination of the Service

Stingray shall have the right to modify, suspend, or discontinue the Service (or any part, feature or content thereof) at any time and for whatever reason, without notice. Stingray shall not be liable to you or to any third party for exercising such rights.

15. Term

The term of this Agreement shall begin when you validly sign up to the Service via the Stingray Licensing website and shall end when terminated in accordance with the provisions of this Agreement ("Term").

16. Termination by Stingray and Other Remedies

If you fail to comply with any of the provisions of this Agreement, including, but not limited to, violation of the Rules of Conduct, Stingray, at its sole discretion and without notice, may terminate this Agreement and preclude access to the Service. In such case, Stingray may retain some information provided by you to comply with the law and/or its contractual obligations with third parties, and/or to prevent subsequent signing up to the Service.

17. Survival of Provisions

Provisions 10, 11, 12, 16, 17, 18, 19, 20 and 21 of this Agreement shall survive the termination of this Agreement.

18. DISCLAIMERS

Stingray makes no guarantee, representation or warranty that its operation of the Service or your use of the Service will be uninterrupted or error-free, and you agree that the Service may be temporarily unavailable from time to time for maintenance, technical problems or other reasons.  Subject to Stingray's Privacy Policy, Stingray will not be liable to you for any loss of information that you provided to Stingray or that you saved through the Service, including but not limited to, any search results. Stingray may remove the Service for indefinite periods of time, or terminate the Service at any time, without notice and without liability.

The Service, and all information and content made available to you through the Service, are provided by Stingray "as is" and "as available".  Stingray disclaims any and all warranties and representations with respect to the Service, the information and the content available through the Service, including, but not limited to, the quality of the sound recordings, and all expressed or implied warranties of merchantability, non-infringement and fitness for a particular purpose are hereby specifically disclaimed and excluded.

Without limiting any provision herein, Stingray makes no guarantee, representation or warranty that any portable device, or other hardware will be compatible with the technology used by Stingray for the Service. It is your sole responsibility to ensure that your system(s) and/or devices will function correctly with the Service's technology. Stingray shall not be liable to you or to any third party for any loss or damages to your computers, internet modems, portable devices or other hardware.

Stingray makes no guarantee, representation or warranty that the Service will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Stingray disclaims any liability relating thereto. You are solely responsible for backing up your own system.

19. Indemnification

You agree to indemnify and hold Stingray, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, representatives, contractors, and licensors harmless from and against any claim, loss, liability, damages, costs and expenses arising out of or in connection with (a) your breach of this Agreement; (b) any violation by you of any law or rights of a third party; or (c) any action taken by Stingray as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred.

20. LIMITATION ON LIABILITY

STINGRAY, ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND LICENSORS, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, AND CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF USE OR LOSS OF DATA, ARISING FROM YOUR USE OF THE SERVICE OR FROM ANY INFORMATION, CONTENT, MATERIALS MADE AVAILABLE TO YOU THROUGH THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION.

21. Applicable Law

This Agreement shall be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any actions or disputes relating to this Agreement and the Service shall be exclusively adjudicated in the state or federal courts in New York, New York, and you consent to such venue and jurisdiction.

22. Entire Agreement

This Agreement constitutes the entire understanding between you and Stingray with respect to your use of the Service, supersedes any prior agreements between you and Stingray, and governs your use of the Service.

23. Assignment

You may not assign this Agreement without Stingray's prior written consent. Stingray may assign this Agreement at any time without notice.

24. Severability

If any provision of this Agreement is held by any court of competent jurisdiction to be illegal or unenforceable under applicable law, such provision shall be excluded from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

25. Waiver

The failure by Stingray to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of its right to subsequently exercise or enforce such right or provision or any other provision of this Agreement.

26. Changes to this Agreement

Stingray may change, revise, update or otherwise modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion. You acknowledge and agree that Stingray may impose new or additional rules, policies, terms or conditions on your use of the Service at any time. You hereby agree that the posting on the Stingray Licensing website of a change notice or of a modified agreement is considered sufficient notice. All such changes shall take effect immediately. Your continued use of the Service after such changes shall be deemed to constitute your acceptance of any and all such changes. If you do not agree to abide by these new terms, do not continue to use the Service. It is your responsibility to regularly check the Stingray Licensing website to determine if there have been changes to these terms and to review such changes.

27. Submissions and Complaints

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, complaints or other information about the Service that you wish to provide to Stingray shall be made through the Contact Us Section of the Stingray Licensing website.

Date of Last Revision: September 20, 2010