THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR" OR "YOURSELF") AND RECORDARE LLC ("OUR," "US," "WE" OR "RECORDARE"), WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SERVICE TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE SAME BY US AND/OR THIRD PARTIES (COLLECTIVELY, "THE WEBSITE"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE WEBSITE. BY REGISTERING FOR, USING OR OTHERWISE ACCESSING THE WEBSITE, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN. THE WEBSITE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 13 YEARS OF AGE OR OLDER. IF YOU ARE NOT YET 13 YEARS OLD, PLEASE DISCONTINUE USING THE WEBSITE IMMEDIATELY, OR IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE WEBSITE IN ANY MANNER.

When we refer to the "use" of the Website in this Agreement, we mean any actual or attempted access or use of the Website, including, without limitation, any transmission, exchange of information or communication associated with the Websites. These terms and conditions, together with any other terms of use applicable to other Recordare owned or controlled web sites and any other policies, rules and provisions which are described, linked or otherwise referred to and form a part of this Agreement, including, without limitation our Privacy Policy constitute the entire agreement between you and us, superseding any and all prior or inconsistent understandings, representations or agreements regarding the Website.

1. ACCESS TO THE WEBSITE

Subject to certain limitations as described herein, you are granted the right to access our audio, audio-visual, video, text and software content  (collectively, "Content") under certain terms and conditions as set forth in this Agreement. In order to use the Website, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and to be able to access the digital Content files. Download and use of software content may be subject to an additional license agreement. You must be at least 13 years of age to access the Content.

2. PRIVACY POLICY

Recordare takes your privacy seriously and operates under the policies and principles outlined in its Privacy Policy, which contains important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Website. Our Privacy Policy is set forth here.

3. USER RESTRICTIONS

3.1 Recordare will make reasonable efforts to keep the Website operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of Recordare may, from time to time, result in temporary service interruptions. Recordare also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Website with or without notice. You agree that Recordare shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Website.

3.2 By using the Website, you acknowledge and agree that you have no right to provide any files obtained through the Website to any other party or through any other means. You agree that you will not duplicate or otherwise reproduce the Content, or any portion thereof, onto any physical medium, memory or device now known or hereinafter devised; except, however, that (a) you may print out the Website, in whole or in part, for your personal, non-commercial use; and (b) use the downloaded software pursuant to such software’s end user license agreement. In addition, you agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any Content protection methods.

3.3 You may not use or allow others to use the Website, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Website, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Website; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You also may not use, nor allow others to use, the Website, directly or indirectly, to: (x) attempt to or actually disrupt, impair or interfere with, alter or modify the Website or any information, data or materials posted and/or displayed by us or anyone else; (y) act in a way that affects or reflects negatively on us, the Website, or anyone else; (z) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Website.

3.4 You are prohibited from violating or attempting to violate the security of the Website, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Website or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Website or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

3.5 In some cases, Recordare derives its rights to use the Content offered on the Website from third party content owners ("Content Providers") for fixed periods of time. As well, Recordare is sometimes required to pull certain Content off the Website for legal reasons. Therefore, certain Content offered or advertised by Recordare may not be available when you try to access it, and not all Content is available in all countries or territories.

3.6 You acknowledge and agree to the essential condition that the Content is provided "As Is". Therefore, you are aware and agree that the Content might not be suitable for your purposes or satisfy your expectations or requirements with respect to it. You also acknowledge and agree that the Content could contain errors or other harmful components. Therefore, we recommend that prior to accessing the Content, you ensure, at your cost, that the Content will suit your requirements and needs and will not have any negative impact on your computer and/or your media player system.

4. TERMINATION

4.1 We may terminate this Agreement, restrict, suspend or terminate your use of the Website immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and it will not limit any other rights or remedies which are available to us. Without limitation of any other provisions hereof regarding termination, we reserve the right to terminate your use of the Website, without cause, upon reasonable notice.

4.2 You may terminate this Agreement by ceasing to use the Website. Termination is your sole right and exclusive remedy if you are not satisfied with the Website.

4.3 Termination of this Agreement shall not relieve you of any obligations to pay accrued charges.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 The Content available through the Website is the property of Recordare or its Content Providers and is protected by copyright and other intellectual property laws. Content received through the Website may be accessed for your personal, non-commercial use only.

5.2 You acknowledge that Recordare retains exclusive ownership of the Website and all intellectual property rights associated therewith. The Website contains proprietary and confidential information that is protected by copyright laws and international treaty provisions. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Website or the Content, and Recordare reserves all rights not expressly granted hereunder. You may not copy, reproduce, transfer or access (except as expressly authorized by this Agreement), re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, redistribute, modify, create derivative works from, capture or store in any physical media, market, rent, sell, lease, sublicense, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Website or any related software. You shall promptly notify Recordare in writing upon your discovery of any unauthorized use or infringement of the Website or the Content or Recordare's patent, copyright, trade secret, trademarks or other intellectual property rights. Except as expressly provided for herein, any copy or use of any portion of the Website shall constitute an act of copyright infringement and a breach of this Agreement. Furthermore, Recordare may in its sole discretion pursue any other available rights or remedies at law or in equity for a violation of this Agreement or such copyright infringement.

5.3 The Recordare logos and other trademarks on the site are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by Recordare and may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner

6. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE WEBSITE, THE RECORDARE SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS. OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE WEBSITE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER RECORDARE, ITS CONTENT PROVIDERS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE WEBSITE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT RECORDARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8. INDEMNITY

You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement, and/or (b) your use of the Website. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

9. CHOICE OF LAW AND CONSENT TO JURISDICTION

The Website is created, operated and controlled by Recordare in the State of California, United States of America. The laws of the State of California will govern this Agreement without giving effect to any principles or conflicts of laws.

10. OBJECTIONABLE MATERIAL

You understand that by using the Website, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Website at your sole risk and that Recordare shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content descriptions are provided for convenience, and you acknowledge and agree that Recordare does not guarantee their accuracy.

11. INFORMATION PROVIDED

You acknowledge that any reliance upon any advice, opinion, statement, or other information displayed or distributed through the Website is at your sole risk. Recordare reserves the right, in its sole discretion and without notice, to correct any errors or omissions in any portion of the Website, or to deny access to the Website to anyone at any time. Prior to making any decisions based on information posted on the Website, you are advised to verify the information. Recordare shall not have any liability arising from your acts or decisions based upon the information provided on the Website.

12. LINKS TO OTHER SITES

The Website may contain hyperlinks and pointers to other sites on the Internet that may be maintained by third parties ("Other Sites"). If you use the hyperlinks to access these Other Sites, you will leave the Website and your browser will be re-directed to the Other Sites. The Other Sites may have their own terms of use and privacy policy and those Other Sites may have different practices and requirements than the Website. Recordare may not have knowledge of, and is not responsible for, the content, information, services, products or advertisements presented by any Other Site which you use at your own risk. Recordare does not warrant or make any representation regarding the legality, accuracy, quality or authenticity of content, information, services or products presented by Other Sites. The hyperlinks to Other Sites do not constitute an endorsement by Recordare of any Other Site(s) or resources, or their content, information, services or products. The Website is only providing these links to you as a convenience. The terms of use and privacy policy of any Other Sites shall apply to your access and use of them. Recordare accepts no responsibility for the content or conduct of Other Sites

13. OTHER IMPORTANT PROVISIONS

13.1 Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 13.

13.2 You shall not use the Website in any manner contrary to local, state or federal law. Recordare expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your access to the Website immediately upon notice of your failure to comply with any such local, state or federal law.

13.3 Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by us with respect to such use.

13.4 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

13.5 No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.

13.6 You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void from inception.

13.7 This Agreement, together with our Privacy Policy and any other rules, regulations, procedures and policies which we refer to and which are hereby incorporated herein by this reference, constitutes the entire agreement between you and us with respect to the Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Website.

13.8 Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Website, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.

13.9 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

14. CHANGES OR MODIFICATIONS

We reserve the right to add, delete, change or modify parts of this Agreement at our sole discretion and at any time without notice or liability to you. If we do this, we will post the changes to the Terms of Use on this page and will indicate the effective date of the Terms of Use at the bottom of the page. It is important for you to refer to this Agreement from time to time to make sure that you are aware of any additions, revisions, or modifications that we may have made to this Agreement. Your continued use of the Website constitutes your acceptance of the new Terms of Use.

Last updated October 16, 2010