Terms of Use Think Music LLC

Last updated: Oct 2008

TERMS OF USE

These are the Terms of Use pursuant to which THINK MUSIC LLC ("THINK MUSIC") offers its user-subscribers ("Subscriber(s)," "you" or "your," as applicable) the opportunity to access THINK MUSIC's proprietary website at www.ThinkMusic.net ("Website"), where audio previews of musical compositions and other sound recordings ("Music") are available for the sole business purpose of providing Subscribers the opportunity to audition Music for possible licensing for commercial use in connection with "sight and sound," audiovisual or sound-only devices ("Audition" or "Auditioning"), including but not limited to television and radio commercials and television and motion picture soundtracks.

1. TERMS OF USE.
These terms of use ("Terms of Use") govern your use of THINK MUSIC's technology and the use of the content available at its Website. By using the Website, you and those persons you know or reasonably should know are using the Website through your facilities, are deemed to have agreed to these Terms of Use. If you do not agree to these Terms of Use, or if you do not obtain the agreement of persons that you know or reasonably should know have access to the Website through your facilities, you may not access the Website as an authorized Subscriber. THINK MUSIC may impose limits on certain features of the Website or restrict your access to part or all of the Website without notice or penalty. A Subscriber may not sublicense, assign or transfer its Subscriber account or right to access the Website, and any attempt at such sublicense, assignment or transfer is void from its inception. Upon acceptance by you of the Terms of Use, as they may exist from time to time, you shall be granted a non-exclusive, non-transferable and a limited right to access, use and display the Website and the materials thereon provided you continue to comply with our Terms of Use. You also agree to the privacy conditions and policies of the Website (the "Privacy Policy"), which are made a part of the Terms of Use. In the event that you do not agree to be bound by the Terms of Use, you may not access or otherwise use the Website. In addition to any other rights, THINK MUSIC may in its sole and absolute discretion and without further notice to you, terminate the right of any Subscriber or user to use in any fashion or participate in any way on the Website.

2. MUSIC AUDITIONS.
As a Subscriber, you will have the ability to download Music in mp3 format with 128-megabit encryption to your computer hard drive and to copy such downloaded Music to supported media for Auditions as specified herein. You understand and agree that no synchronization licenses, master use licenses, public performance licenses or any other rights or licenses are granted or implied by your use of the Website. Your sole and only right is to Audition Music for the business purpose stated herein. The presence of Music or other sound recordings on this Website does not alter U.S. copyright laws. Licenses for broadcast, synchronization or any other commercial uses may only be granted by THINK MUSIC. ANY REQUESTS FOR MASTER USE, SYNCHRONIZATION OR ANY OTHER LICENSES SHOULD BE DIRECTED TO: THINK MUSIC, LLC 817 Broadway 11th Floor New York, NY 10003 contact@ThinkMusic.net 212-228-2249 After you have entered into a License with THINK MUSIC for a particular piece of Music, you will receive instructions from THINK MUSIC for downloading a high rez copy of the Music.

3.REGISTRATION.
As part of the registration process, you shall identify yourself, the name of your company (i.e., advertising agency, brand), your company title, e-mail address, telephone number, etc., and you will select a password and Subscriber name. You must provide THINK MUSIC with accurate, complete, and updated registration information and a failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. A Subscriber may not (i) select or use a screen name of another person or Subscriber with the intent to impersonate that person or Subscriber; (ii) use a screen name and password of a Subscriber without authorization; or (iii) use a screen name that THINK MUSIC, at its sole discretion, deems offensive. Subscriber shall be obligated to confirm registration through e-mail or such other method selected by THINK MUSIC. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's screen name and password to protect THINK MUSIC from unauthorized uses of the Website.

4. SECURITY.
Each Subscriber is responsible for all usage or activity on its account. Subscriber shall use all good faith, reasonable efforts to prevent the unauthorized use of the Website, and Subscriber shall notify THINK MUSIC immediately of any known or suspected unauthorized use(s) of Subscriber's account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Subscriber's screen name and/or password.

5. NON-INTERFERENCE.
You agree that you will not in any way interfere with the operation of the Website. Without limiting the generality of the foregoing, you agree not to interfere by way of spamming, hacking, up-loading any viruses or time-bombs or in any other fashion interfere with any transaction made through the Website, the operation of the Website by us or the availability of the Website to any individual who wishes to access any part of the Website. You may not take any action that imposes an unreasonable or disproportionately large load on our or the Website‘s infrastructure. In the event of any such interference or perceived interference, as we may determine in our sole discretion, we shall have the right to terminate your right to use the Website and to use all legal actions available to us against you. THINK MUSIC reserves the right to electronically monitor areas of the Website and may disclose any content, records, or electronic communication of any kind: (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Website; or (iii) to protect the rights or property of THINK MUSIC or its third-party partners, sponsors or advertisers, service providers, licensors or any other user of the Website.

6. ELIGIBILITY.
To use the Website you must be legally able to make binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or to any other person or entity otherwise restricted under applicable law, regulation, treaty or convention. If you do not qualify, please do not use the Website.

7. UNAUTHORIZED USES.
You shall promptly notify THINK MUSIC in writing upon your discovery of any unauthorized use or infringement of the Music or any patent, copyright, trade secret, trademarks or other intellectual property rights of THINK MUSIC or its licensors. All intellectual property available on the Website, including Music, is protected by the U.S. copyright laws and through international treaties. THINK MUSIC expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s). Any fraudulent, unauthorized or illegal activity, including but not limited to the unauthorized use of any Music for any purpose other than Auditions, is grounds for immediate termination of Subscriber's account, at THINK MUSIC's sole discretion, and Subscriber may be referred to appropriate law enforcement agencies.

8. TRADEMARKS
THINK MUSIC Trademarks, the THINK MUSIC logo, and any other product or service name or slogan contained in the Website are trademarks of THINK MUSIC and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of THINK MUSIC or the applicable trademark holder. You may not use metatags or any other "hidden text" utilizing "THINK MUSIC" or any other name, trademark or product or service name of THINK MUSIC without our prior written permission. In addition, the look and feel of the Website, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of THINK MUSIC and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

9. LINKS.
You may not use a THINK MUSIC logo or other proprietary graphic of THINK MUSIC to link to this Website without the express written permission of THINK MUSIC. Further, you may not frame any THINK MUSIC trademark, logo or other proprietary information, including the THINK MUSIC Content, without THINK MUSIC'S express written consent.

10. ACCOUNT TERMINATION - SUBSCRIBER.
Subscriber may terminate Subscriber's account at any time by sending an e-mail to contact@ThinkMusic.net. Upon termination, Subscriber will receive confirmation via e-mail that the request was received, and Subscriber's access will be suspended within 24 hours.

11. ACCOUNT TERMINATION - THINK MUSIC.
THINK MUSIC may, at its sole discretion, terminate, limit or suspend Subscriber's access to all or part of the Website for any reason whatsoever, including, without limitation, breach of the Terms of Use and/or an assignment in contravention of the Terms of Use.

12. COPYRIGHT AND INTELLECTUAL PROPERTY OWNERSHIP.
You acknowledge that the Website contains information, Music files, images, data, software, videos, typefaces, graphics, sounds, and other material (collectively "Content"), that is either owned, controlled or licensed by THINK MUSIC and that all Content on the Website is protected by copyrights, trademarks, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted by THINK MUSIC or its affiliates under the U.S. copyright laws, and THINK MUSIC or its affiliates own a copyright in the selection, coordination, arrangement, and enhancement of such Content. Except as explicitly provided in a separate written license agreement between you and THINK MUSIC ("License") you may not use, exploit, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part.

13. TECHNOLOGY ISSUES.
You acknowledge and agree that in connection with your use of the Website, you must: (a) provide for your own access to the World Wide Web and pay any service fees (if any) associated with such access; and (b) provide all equipment necessary for you to make such connection to the World Wide Web, including, if applicable, a computer, software, a modem and a working telephone line. THINK MUSIC shall not be responsible for any malfunctions, errors, crashes or other adverse events that may occur from your use of the Website (inclusive of any and all software).

14. CHANGES TO THE WEBSITE.
THINK MUSIC reserves the right to change any of the terms and conditions contained in the Terms of Use or any policy or guideline of the Website, at any time and in its sole discretion. When we make changes, we will revise the "last updated" date at the top of the Terms of Use. Any changes will be effective immediately upon posting on the Website. Your continued use of the Website following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Terms of Use whenever you visit the Website.

15. DISCLAIMER.
THINK MUSIC uses reasonable efforts to ensure the accuracy, correctness and reliability of the THINK MUSIC Content, but we make no representations or warranties as to the THINK MUSIC Content's accuracy, correctness or reliability. Content types (including genres, sub-genres and categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that THINK MUSIC does not guarantee their accuracy. THINK MUSIC explicitly disclaims any responsibility for the content or availability of information contained in the search index or directory. THINK MUSIC also disclaims any responsibility for the completeness or accuracy of any directory or search result.

16. YOUR REPRESENTATIONS, WARRANTIES AND INDEMNITIES.
You warrant, represent and agree that you shall not: impersonate or misrepresent your affiliation with any other person or entity; post, publish, transmit, reproduce, distribute, upload or in any way exploit the Website or any Music or other content, graphics, sounds, information or other material obtained on, through or derived from the Website for any purpose (whether commercial or private) other than for Auditions as permitted by THINK MUSIC; attempt to reverse engineer or otherwise dismantle any or all of any software and/or other intellectual property maintained or otherwise found on this Website; attempt to gain unauthorized access to the Website or other computer systems through the Website (i.e., "hack"); or gather, harvest, "data mine," collect or store information about the users or content of this Web Site (other than "bookmarking" the Website as that term is commonly understood).

17. INDEMNIFICATION.
You hereby indemnify, defend and hold THINK MUSIC and its respective licensees, affiliates and all its respective officers, directors, owners, agents and licensors and licensees ("Indemnified Parties"), harmless from and against any and all liability and costs (including reasonable attorney fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach or alleged breach by Subscriber, or any user of Subscriber's account, of the Terms of Use or any of the foregoing representations and warranties, or the use or misuse of the Website for any purpose other than the Auditioning of Music in accordance with the Terms of Use. Subscriber shall cooperate as fully as required in the defense of any claim. THINK MUSIC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber.

18. LIMITATION OF LIABILITY.
WE PROVIDE THE WEBSITE AND OUR SERVICES ON AN "AS IS" and "AS AVAILABLE" BASIS. To the full extent permissible under the applicable law, neither we nor our directors, officers, owners, employees, agents, sub-agents, subsidiaries, affiliates or service provider shall be liable for damages of any kind (whether for negligence, tort or breach of contract), including and without limitation any indirect, special, incidental, punitive and consequential damages, including without limitation lost profits, revenues or data arising out of or in connection with the Website, the inability to use the Website or resulting from any goods or services purchased or obtained or the non-fulfillment of such purchases or for messages received or business transactions entered into through the Website. Your sole remedy shall be to discontinue using the Site.

19. PRIVACY POLICY.
THINK MUSIC protects the privacy of its Subscribers in accordance with our "Privacy Policy." By accessing the Website, you are deemed to have acknowledged and agreed to THINK MUSIC's Privacy Policy in its entirety. THINK MUSIC reserves the right to remove anyone registering on the Website whom THINK MUSIC reasonably believes is not a legitimate Subscriber or whom THINK MUSIC believes has violated the Terms and Conditions of the Subscriber Agreement or its Privacy Policy. Please contact us at contact@ThinkMusic.net if you would like to make sure that your subscriber information is accurate, to change subscriber information in the database or if you have inquiries regarding our Privacy Policy.

20. CONFIDENTIALITY.
THINK MUSIC currently uses industry-standard technology and security procedures to maintain the confidentiality and accuracy of the information you provide and to prevent against its loss or misuse. Although no data transmission over the internet can be guaranteed to be 100% secure, and although great care will be exercised to provide a secure transmission, THINK MUSIC cannot guarantee that the personal information you submit will be free from unauthorized third party intrusion. You therefore understand and agree that all information you submit to THINK MUSIC is done so at your own risk.

21. INTERRUPTION IN SERVICE.
THINK MUSIC will make reasonable efforts to keep your account and the service(s) offered by the Website operational. However, certain technical difficulties may, from time to time, result in temporary interruptions. We will make reasonable efforts to notify you at least twenty-four (24) hours in advance of any downtime that we anticipate will exceed one hour. THINK MUSIC also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of Website and with or without notice.

22. HYPERLINKS TO OTHER WEBSITES.
The Website may contain links to other related Internet web sites, resources, sponsors, affiliates and other unrelated third parties of THINK MUSIC. THINK MUSIC is not responsible for the availability of these third party web sites or their content, and THINK MUSIC is neither a sponsor, partner, promoter nor publisher of such web sites or their content. Subscribers should direct any concerns regarding any external link to the web site administrator or webmaster of such other web site.

23. APPLICABLE LAWS.
You agree that the laws of the state of New York, excluding its conflicts-of-law rules, shall govern the Terms of Use. Please note that your use of the Website may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with THINK MUSIC, or relating in any way to your use of the Website, resides in the courts of the State of New York, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of New York, in connection with any such dispute and including any claim involving THINK MUSIC or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. The Website is operated and controlled from offices and location(s) in the United States of America. Any and all licenses for material must be made directly with THINK MUSIC in writing. Persons who choose to access the Website from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

24. USERS OUTSIDE THE UNITED STATES OF AMERICA.
Access to the Website from outside of the United States of America is subject to local laws which are the responsibility of the website user. In any event, all website users agree to comply with all applicable laws relevant to website use in the location of such user and website use. THINK MUSIC will not be responsible and makes no representations that objects for sale on any of the Sites and their associated intellectual property rights are available for use in locations outside of the United States of America.

25. MISCELLANEOUS PROVISIONS.
No delay or failure to take action under the Terms of Use shall constitute any waiver by THINK MUSIC of any provision of the Terms of Use. If any provision of the Terms of Use is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted, and the remaining provisions will continue in full force and effect. The Terms of Use will bind and inure to the benefit of each party's permitted successors and assigns. The Terms of Use are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate the Terms of Use shall be null and void.

26. ENTIRE AGREEMENT.
The Terms of Use constitutes the complete and exclusive agreement between THINK MUSIC and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.