TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. These Terms and Conditions (the "Terms and Conditions") govern your use of this web site (the "Site"), as provided by Sonitarium, a business unit of Mediagloss, Inc.("Sonitarium," "We," "Our," "Us" or "Its"). By using this Site, you ("You" or "Your") and other users of the Site (collectively, "Users") are deemed to have agreed to these Terms and Conditions. If You do not agree to all of these Terms and Conditions, You may not access or otherwise use the Site. You should check these Terms and Conditions periodically for modifications. By using the Site following any modifications to the Terms and Conditions, You agree to be bound by any such modifications.

PURPOSE OF THE SITE

The Site provides information and samples of music and sound that can be licensed from Sonitarium and its partners for professional production uses. The Site provides opportunities to potential licensees to report music usage, which much be paid for offline. The Site is intended for business-to-business use, and is not intended for non-professional use by consumers.

MODIFICATIONS TO THE SITE

We reserve the right, for any reason, in our sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, features or hours of availability. We may also impose limits on certain features of the Site or restrict your access to part or all of the Site without notice or penalty.

USER CONDUCT

You warrant and agree that You shall not: (a) impersonate or misrepresent your affiliation with any other person or entity; (b) upload, post, publish, transmit, reproduce, distribute or in any way exploit the Site or any information or other material obtained through or derived from the Site for commercial purposes (other than as expressly permitted by Sonitarium or by the provider of such information or other material); (c) engage in spamming, spoofing or flooding; (d) attempt to gain unauthorized access to the Site or other computer systems through the Site; or (e) harvest, collect or store information about the Users or content of this Site. You understand that the technical processing and transmission of the Site may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Sonitarium assumes no responsibility for the transmission, deletion or failure to store information submitted by You or other Users to Sonitarium. In addition, You acknowledge that You will not rely on any content created or provided by Sonitarium on the Site or otherwise.

PROPRIETARY RIGHTS

As between You and Sonitarium, including our affiliates, Sonitarium is the owner and/or authorized User of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the content and/or information on the Site, unless otherwise indicated. Except as otherwise provided herein, use of the Site does not grant You a license to any content, features or materials You may access on the Site. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the content or screens for any purpose except as otherwise provided by Sonitarium. You may, however, print one (1) copy of the information on the Site solely for your records. If You make other use of the Site, except as otherwise provided above, You may violate copyright and other laws of the United States, other countries, as well as applicable state laws, and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any User of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property, by including them on the Site.

RIGHTS OF USE

You acknowledge and agree that you will have no right to utilize the music and sound recordings located at and from the Site ("sonitarium.com") until you execute a Sonitarium license agreement that is available and can be provided to you by Sonitarium and fulfill all payment and other obligations as set forth therein.

USER’S GRANT OF LIMITED LICENSE

Sonitarium does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from You through Sonitarium’s mail and email addresses, or in any other way. Any information or material submitted or sent to Sonitarium will be deemed not to be confidential or secret. By submitting or sending information or other material to Sonitarium You represent and warrant that the information is original to You and that no other party has any rights or claims to the material whatsoever. You also agree and acknowledge that any ideas, concepts, methods, systems, designs, plans, techniques or other similar materials that You submit or otherwise communicate to the Site, may be used by us in any manner.

USER INFORMATION

In the course of your use of the Site, You may be asked to provide certain personal and non-personal information to us. Sonitarium’s use of any information You provide shall be governed by the Privacy Policy. We urge You to read our Privacy Policy. You acknowledge and agree that You are solely responsible for the accuracy and content of such information.

SECURITY

You understand and acknowledge that no data transmission over the Internet can be guaranteed to be 100% secure and we cannot guarantee that any information You submit to us will be free from unauthorized third party intrusion. You understand and agree that all information You submit to Sonitarium is done so at your own risk.

INTERNET ACCESS

You acknowledge and agree that in connection with your use of the Site, 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. Sonitarium shall not be responsible for any malfunctions, errors, crashes or other adverse events that may occur from your use of the Site.

FAILURE TO COMPLY WITH TERMS AND CONDITIONS AND TERMINATION

You acknowledge and agree that we may deny You access to all or part of the Site without prior notice if You engage in any conduct or activities that we, in our sole discretion, believe violate any of these Terms and Conditions, violate the rights of Sonitarium or are otherwise inappropriate for continued access.

You agree to defend, indemnify and hold The Sonitarium, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Site or the placement or transmission of any message, information, software or other materials on or through the Site by You.

DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONS, MATERIALS AND SERVICES, IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SONITARIUM DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONS, FEATURES, OR CONTENT OR SERVICES CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. SONITARIUM MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SONITARIUM OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

SONITARIUM DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. SONITARIUM IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES WITHOUT THE DIRECT INVOLVEMENT OF SONITARIUM.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE SONITARIUM, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, EVEN IF SONITARIUM OR ITS REPRESENTATIVE 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, SO SOME OF THE LIMITATIONS CONTAINED HEREIN MAY NOT APPLY TO CERTAIN USERS.

LINKS FROM AND TO THE SITE

You may be able to link to third party web sites ("Linked Sites") from the Site. Linked Sites are not, however, reviewed, controlled or examined by Sonitarium in any way and Sonitarium is not responsible for the content, availability, advertising, products, information or use of User information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Sonitarium’s endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites, and any content contained thereon. In no event shall Sonitarium be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site’s administrator or webmaster. Sonitarium reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different Users.

Other sites may link to the Site only through a plain-text link. Permission must be granted by us for any other type of link to Sonitarium. To seek our permission, You may write to Sonitarium. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link, and to require termination of any such link to the Site, at our discretion at any time.

APPLICABLE LAW/JURISDICTION

You agree that the laws of the state of California, excluding its conflicts-of-law rules, shall govern these Terms and Conditions. Please note that your use of the Site may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Sonitarium or relating in any way to your use of the Site resides in the courts of California and You further agree and expressly consent to the exercise of personal jurisdiction in the courts of California, in connection with any such dispute and including any claim involving Sonitarium or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site 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.

Any inquiries concerning these Terms and Conditions of use should be directed to [email protected].