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Terms Of Use Agreement

January 1, 2008

The SoundLoud Music Network is the exclusive provider of SoundStation Music Store, a unique e-commerce enabled flash audio player that can easily be placed into any webpage. The widget seamlessly handles major credit card transactions and delivers downloadable music content to customers while virally spreading itself throughout the Internet. The SoundStation Music Store is typically embedded on band websites and online social communities as a means of monetizing web traffic sources.

Set forth below are the terms and conditions (these "Terms and Conditions") governing the SoundLoud LLC web site located at, or linked to through, the root URL www.soundloud.com and www.soundstation.com, which may expand or change from time to time (the "Website"). As used herein, the term "SoundLoud" refers to SoundLoud LLC, the sole owner and operator of the Website; the term "you" or "your" refers to an individual, representing yourself or, if applicable, acting as legal representative for a group, business entity or corporation.

CAREFULLY READ THESE TERMS AND CONDITIONS. BY AVAILING YOURSELF OF THE WEBSITE OR RELATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.

1. Use of Materials Found on the Website: The information, artwork, text, video, audio, pictures, software and other intellectual property (collectively, "Materials") contained on the Website are protected by copyright and international laws. You may only access and use the Materials for personal or educational purposes or as expressly provided for in applicable SoundLoud program terms and conditions. You may not otherwise reproduce, distribute, publicly perform, publicly display, modify or create derivative works of the Materials, unless authorized by the appropriate copyright owner(s). In the event that you print Materials found on the Website, you must include any copyright notice originally included with the Materials on all copies. You may not link directly to any media file located on a SoundLoud server, except where explicitly allowed to do so. You should not attempt to claim any Materials as your own work. Any computer software downloadable or otherwise available on the Website is provided subject to the terms of the applicable license agreement. Before using any SoundLoud logo or trademark, please contact SoundLoud at mediarelations@soundloud.com.

2. Copyright and Trademark Infringement Policy and Notification Procedure: SoundLoud does not own the musical compositions, sound recordings, art or other written or visual images (collectively, the "Content") posted by third parties to the Website. All Content is posted by an individual, group or company (collectively, the "Artist") who has represented and warranted to SoundLoud that, among other things, neither the Content nor the names, trademarks and service marks under which Content is promoted (collectively, the "Name") infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (see the section titled 'Representations and Warranties' of the current SoundLoud Music Store User Agreement at http://www.soundloud.com/legal).

Complainants may notify SoundLoud concerning any Content and/or Name being used on the Website in violation of their rights by sending an email to our copyright office at abuse@soundloud.com. SoundLoud only shall use information provided by Complainants in accordance with its then-current Privacy Policy and as reasonably necessary to address any allegations contained therein, which may include disclosing some or all of the information to rights holders. In most cases, soon after receiving written notice alleging infringement, SoundLoud either will remove the allegedly infringing Content and/or Name from those profiles identified or, at its election, remove the infringing user from our network entirely.

3. Refund Policy: SoundLoud does not offer refunds. If there are any issues with an ordered item please contact SoundLoud immediately at artists@soundloud.com, we aim to solve any issue amicably.

4. Your Conduct: You shall use the Website for lawful purposes only. You shall not post or transmit via the Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without SoundLoud's express prior approval, contains advertising or any solicitation with respect to products or services.

In addition, if we feel that a user abuses the SoundLoud site in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) possible copyright infringement, possible libel and slander, possible credit card fraud. SoundLoud reserves the right to refuse service, terminate accounts, and/or cancel orders at its sole discretion and without notification.

5. Content: The Website offers a wide selection and variety of content to our members and users. Content may contain profanity or otherwise inappropriate or offensive material for children or other members and/or users. Members and/or users must evaluate and bear the risk associated with use of the Website. Parents and guardians should supervise their childrens on-line activities and are encouraged to contact SoundLoud for evaluation of possible offensive material at abuse@soundloud.com. SoundLoud reserves the right to act on such notices at its sole discretion.

6. Warranty Disclaimer. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOUNDLOUD LLC MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, SOUNDLOUD LLC MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOUNDLOUD LLC WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL SOUNDLOUD INC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.

7. Limitation of Liability. By availing yourself of the Website, Materials or related services, you agree to release and hold SoundLoud and the employees, officers, directors, shareholders, agents, representatives of SoundLoud, its affiliates, subsidiaries, advertising, promotion and fulfillment agencies, any entity controlling, controlled by or under common control with SoundLoud, any third-party providers or sources of information or data and legal advisers (collectively, "SoundLoud Affiliates") harmless from any and all losses, damages, rights, claims and actions of any kind arising from or related to the Website, Materials or related services including but not limited to: (a) telephone, electronic, hardware or software, network, Internet or computer malfunctions, failures or difficulties of any kind; (b) failed, incomplete, garbled or delayed computer transmissions; (c) any condition caused by events beyond the control of SoundLoud that may cause the Website or related services to be disrupted or corrupted; (d) any injuries, losses or damages of any kind arising in connection with or as a result of your use of the Website, Materials or related services; or (e) any printing or typographical errors in any materials associated with the Website, Materials or related services. In addition, you agree to defend, indemnify and hold SoundLoud Affiliates harmless from any claim, suit or demand, including reasonable attorney's fees, made by a third party due to or arising out of your utilizing the Website, Materials or related services, your violation or breach of these Terms and Conditions, your violation of any rights of a third party, or any other act or omission by you. IN NO EVENT WILL SOUNDLOUD BE LIABLE FOR ANY INDIRECT, STATUTORY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE ARISING OUT OF YOUR AVAILMENT OF MATERIALS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF SOUNDLOUD WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. General Provisions: You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Your correspondence or business dealings with, or participation in promotions of or with parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations applicable to such dealings, are solely between you and such parties. These Terms and Conditions are governed in all respects by the laws of the State of New York as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents. Legal proceedings related to the matters herein shall be brought in and adjudicated solely in the courts of New York, New York, United States of America. Both parties consent to extra-territorial service of process and submit to the jurisdiction of said courts. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. SoundLoud's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement of the parties as to the subject matter hereof and supersede all prior proposals, discussions or agreements with respect thereto. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

9. Age requirements for use of the Service: This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

10. Modification of Terms and Conditions: From time to time SoundLoud may modify these Terms and Conditions in its sole discretion. When such modification is made, SoundLoud will post a revised version of these Terms and Conditions on the Website. Modifications will be effective when they are posted. SoundLoud is not required to provide you with notification that any such modification has been made. It is your responsibility to review these Terms and Conditions from time to time to be aware of any such modifications. Each time you log on to the Website, you will be deemed to have accepted any such modifications.

Please contact us at: legal@soundloud.com with any questions regarding this Agreement.

I have read and agree to the SoundLoud Terms of Use Agreement.

Music Store User Agreement

January 1, 2008

The following when accepted by you (whether as an individual, or if applicable, acting as the authorized legal representative for an artist, band, group, company or corporation) and SoundLoud LLC. (referred to in this Agreement as "us" or "we") shall constitute our complete Agreement. We are a Delaware corporation with offices located at 303 Park Avenue South Suite 1018 New York, NY 10010 and are the owner and operator of the web pages at www.soundloud.com and www.soundstation.com (collectively the "SoundLoud Site "). Please read this Agreement carefully. By submitting your login information at the SoundLoud Site, including your name and clicking on the "I AGREE" button below, you will become a party to, and will be bound by this Agreement, and you hereby explicitly confirm that you have read, understood, and agree to all the terms hereunder. We may modify this Agreement as further described in Paragraph 12 below. The "Effective Date" of this Agreement is the date on which you click the "I AGREE" button below.

1. SoundStation Music Store: We are the sole provider of "SoundStation Music Store", a unique e-commerce enabled flash audio player that can easily be placed into any webpage. The widget seamlessly handles major credit card transactions and delivers downloadable music content to customers while virally spreading itself throughout the Internet. The SoundStation Music Store is typically embedded on band websites and online social communities as a means of monetizing web traffic sources.

2. Authorization To Use The SoundStation Music Store: We hereby grant to you a non-exclusive license to use the SoundStation Music Store solely to sell and distribute Your Content (as defined below) including your Digital Masters (as defined below) throughout the world subject to your warranties and representations and all the other terms of this Agreement. "Your Content" means sound recordings and underlying musical compositions that you use in connection with the SoundStation Music Store. All rights in such sound recordings and the underlying musical compositions, including the copyrights therein, must be owned or controlled by you and/or have been cleared by you throughout the world for distribution through the SoundStation Music Store. Your Content shall also include any other materials that you use in connection with the SoundStation Music Store including but not limited to any names, images likenesses, trademarks, trade names, logos and Digital Masters and Authorized Artwork. "Digital Master" or "Digital Masters" means a copy or copies of Your Content in digital form and "Authorized Artwork" means album cover artwork and any other artwork relating to Your Content that you use in connection with the SoundStation Music Store.

3. Ownership: You shall retain ownership of the copyrights and all other rights in Your Content subject to the non-exclusive promotional rights granted to us in Paragraph 9 below.

4. Term: The Term of this Agreement shall commence on the Effective Date and shall continue unless and until terminated by either party upon no less than thirty (30) days notice to the other party.

5. Your Obligations: You shall obtain and pay for any and all clearances and licenses as may be required for use of Your Content in connection with the SoundStation Music Store. Specifically, and without limiting the generality of the foregoing, you shall be responsible for and shall pay (i) any royalties and other sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Your Content, (ii) all mechanical royalties or other sums payable to publishers and/or authors or co-authors of musical compositions embodied in Your Content from sales or other uses of Your Content, (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (iv) any other royalties, fees and/or sums payable with respect to Your Content. You agree that the amount payable to you is inclusive of any so-called "artist royalties" that might otherwise be required to be paid for sales of Your Content.

6. Representations and Warranties. You represent and warrant that (a) Your Content is your or your band's own original work, and contains no sampled material, (b) you have full right and power to enter into and perform this Agreement, and have secured all third party consents necessary to enter into this Agreement, (c) the Content does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (d) the Content does not and will not violate any law, statute, ordinance or regulation; (e) the Content is not and will not be defamatory, trade libelous, pornographic or obscene, (f) the Content does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (g) all factual assertions that you have made and will make to us are true and complete. You agree to indemnify and hold us and our customers harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to your breach of the representations and warranties described in this section. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this Agreement. We, our customers, and our licensees shall not be required to make any payments with respect to any material that you submit for use in the SoundStation Music Store, including but not limited to payments to third parties, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in Your Content, or any other licensors, unions, or guilds.

7. Royalties and Payments.

a. It is currently required that you have a PayPal account in order to receive royalty payments in connection with your use of the SoundStation Music Store. If you do not have a PayPal account, you can setup an account through the SoundLoud Site or PayPal.com. We shall charge $.25 USD (25 cents) per digital single and $3.00 USD per digital album sold exclusive of PayPal or other transaction costs, and you shall receive the royalty set forth in 7(b) below. We will compute amounts payable to you in real-time and instantly make those amounts available for forwarding to your PayPal account. You shall be responsible for any sales taxes applicable to the sales of single or album downloads, and any other taxes, tariff, license fees or other required payments, whether imposed by any government, municipality or other entity, in regard to royalties that you receive hereunder.

b. You understand and agree that the SoundStation Music Store is designed to facilitate sales of digital music single or album downloads and you may only sell your Digital Masters in that manner. You may determine the price of individual song downloads provided that the charge shall be no more than $.99 USD (99 cents) and no less than $.39 USD (39 cents). You may determine the price of album downloads provided that the charge shall be no more than $9.99 USD and no less than $4.95 USD. You shall receive a royalty consisting of the difference between the price that you charge consumers per download and our fee as set forth in 7(a) above minus any costs charged by PayPal including currency conversion fees. Your Digital Masters may only be sold as MP3 files without DRM, and you shall hold us harmless from any unauthorized or illegal duplication or other unauthorized use of your Digital Masters.

8. Promotional Use: You hereby grant to us a non-exclusive, worldwide, royalty-free license to: reproduce, distribute, publicly perform, publicly display and digitally perform Your Content in whole or in part, and to create and use samples of Your Content solely for the purposes of demonstrating or promoting the SoundStation Music Store or our other products or services, and/or Your Content. This will include use of any trademarks, service marks or trade names incorporated in Your Content and use your name and likeness.

9. Warranty disclaimer. You expressly agree that your use of the SoundStation Music Store is at your sole risk. The website, materials and related services are provided on an "as is" and "as available" basis. We make no representation or warranty with regard to the SoundLoud Site or any materials therein, whether express or implied, arising by law or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. In addition, we make no representation that the operation of the SoundStation Music Store will be uninterrupted or error-free. We will not be liable for the consequences of any interruptions or errors in the performance of the SoundStation Music Store. Under no circumstance will we be liable for any loss or damage caused by your reliance on information obtained through the SoundLoud Site, other than as required under applicable consumer-protection law. Some jurisdictions do not allow the disclaimer of certain warranties or limitation of certain types of damages, so some of the above disclaimer may not apply to you and nothing contained herein should be construed as excluding or limiting any liability beyond what is permitted under applicable law.

10. Waiver of Certain Damages. Except for your breach of Paragraph 5 or 6, neither you nor we shall be liable for any consequential, indirect, exemplary, special or incidental damages arising from or relating to this Agreement.

11. Terms of Use: You agree to the "Terms of Use" as found online at the SoundLoud Site.

12. Modification, Termination and Effect Of Termination: a. We reserve the right to change, modify, add to or remove any part of this Agreement. Notice of any such changes shall be sent to you by email at least seven (7) days prior to their effective date. In the event that you do not consent to any such proposed changes your sole recourse shall be to terminate the Term of this Agreement by notice to us as provided above, and your failure to do so within ten (10) days of the date of any such email from us to you shall constitute your acceptance of such changes. b. The expiration of the Term of this Agreement shall not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, provisions of this Agreement will continue to apply even after the expiration of the Term.

13. Miscellaneous: This Agreement will be governed by New York law, excluding conflict of law principles. Any action or proceeding arising out of or related to this Agreement must be brought in a state or Federal court located in the jurisdiction of New York, New York, and we both irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this Agreement must be in writing (e-mail messages shall be deemed writings). This Agreement sets forth the entire understanding and agreement of the parties as to this Agreement's subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter.

Please contact us at: legal@soundloud.com with any questions regarding this Agreement.

I have read and agree to the SoundLoud Music Store User Agreement.