Record Pool Subscription Agreement

THIS RECORD POOL SUBSCRIPTION AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU, AS THE MEMBER, AND FRANCHISE RECORD POOL. PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE FRANCHISE RECORD POOL SUBSCRIPTION SERVICE. BY REGISTERING FOR THE SERVICE, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT CONTINUE THE REGISTRATION PROCESS.

1. ENROLLMENT IN THE SERVICE

Franchise Record Pool provides an internet music subscription service for downloading music in the MP3 format. The service consists of a subscription plan whereby, for a monthly fee, you are granted download rights to our catalog of MP3 music files. In order to use the service, 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 download and listen to the music files. You must be at least 18 years of age to enroll. To begin the enrollment process, you must complete the service registration process located on our web site at www.franchiserecordpool.com.

2. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by email where reasonably possible. If any modification is unacceptable to you, you agree that your only recourse is to terminate this Agreement. Your continued use of the service following our notification of a change or new agreement will constitute your binding acceptance of the change.

3. YOUR REGISTRATION OBLIGATIONS

You agree to provide true, accurate, current and complete information about yourself as prompted by the service registration process (such information being the "Registration Data"). Once you subscribe to the service, you shall receive a password and an account. You are solely and entirely responsible for maintaining the confidentiality of your password. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the service cannot be guaranteed.

4. FRANCHISE RECORD POOL PRIVACY POLICY

Franchise Record Pool will not release aggregate Registration Data about member trends to third parties. We will not give out individual sales information unless required to do so by law. Franchise Record Pool Privacy Policy is set forth at http://www.franchiserecordpool.com/privacy.php and may be amended at any time in our sole discretion.

5. TECHNOLOGICAL AND USE LIMITATIONS

5.1 Franchise Record Pool will make reasonable efforts to keep the site operational. However, certain technical difficulties or routine site maintenance or upgrades may, from time to time, result in temporary service interruptions. Franchise Record Pool also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the service with or without notice. You agree that Franchise Record Pool 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 service.

5.2 The service has been developed to allow individual end users the opportunity to experience a broad catalog of music at a very reasonable price. By enrolling in the service, you acknowledge and agree that you have no right to provide any files obtained through the service to any other party or through any other means. You may only make copies of any file obtained through the service for your own personal professional use. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. Franchise Record Pool reserves the right to immediately and permanently terminate your access to the service if Franchise Record Pool believes that you are violating such limitation.

5.3 Because the service is designed for personal professional use, you are not allowed to use any automated system for the selection or downloading of files. Franchise Record Pool reserves the right to immediately and permanently terminate your access to the service if Franchise Record Pool believes that you are violating such limitation.

6. TERM, FEES AND PAYMENTS

6.1 By registering for the service, you agree to pay the applicable monthly rate when charged. 6.2 Your subscription will continue automatically at the monthly rate unless terminated by Franchise Record Pool or until you notify Franchise Record Pool at subscriptions@franchiserecordpool.com of your decision to terminate the service. 6.3 Each month during the term of this Agreement, the monthly fees for use of the service will be billed automatically to the credit card you designated during the service registration process or subsequently designated to subscriptions@franchiserecordpool.com. You agree to pay all fees and charges incurred in connection with your unique ID and password for the service (including any applicable taxes) at the rates in effect when the charges were incurred. You also agree that upon return after deactivation by submitting your credit card for payment you authorize Franchise to process your card for the amount totalling the number of months missed times the monthly fee. All fees and charges are nonrefundable. If you want to designate a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed the service using your ID and password without your authorization, you must contact subscriptions@franchiserecordpool.com. 6.4 You agree to pay Franchise Record Pool all reasonable attorney's fees and costs incurred by the Franchise Record Pool to collect any past due amounts. Your account may be deactivated without further notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your service account. 6.5 You are responsible for paying any governmental taxes imposed on your use of the service, including, but not limited to, sales, use or value-added taxes. You are solely responsible for arranging payment for any and all additional or premium charges for your use of any third party services via the service. 6.6 FRANCHISE RECORD POOL RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY FRANCHISE RECORD POOL. FRANCHISE RECORD POOL MAY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. If any such change is unacceptable to you, you may terminate your subscription to the service, as provided in Section 7 below. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE.

7. TERMINATION

7.1 You agree that Franchise Record Pool, in its sole discretion, may terminate your ID, password, account (or any part thereof) or use of the service for any reason, including, without limitation, if Franchise Record Pool believes that you have violated or acted inconsistently with the letter or spirit of the Agreement. Franchise Record Pool may also in its sole discretion and at any time discontinue providing the service, or any part thereof, with or without notice. You agree that any termination of your access to the service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Franchise Record Pool may immediately deactivate or delete your account and/or bar any further access to the service. Further, you agree that Franchise Record Pool shall not be liable to you or any third-party for any termination of your access to the service. 7.2 You may terminate this Agreement and your subscription to the service at any time. HOWEVER, IF YOU TERMINATE YOUR SUBSCRIPTION IN THE MIDDLE OF A BILLING CYCLE, YOU WILL BE REQUIRED TO PAY A TERMINATION FEE EQUAL TO THE FEE FOR SERVICE FOR THE NUMBER OF DAYS REMAINING IN THE BILLING CYCLE AFTER NOTICE OF TERMINATION. ANY PAYMENT IN ADVANCE FOR FUTURE SERVICE IS NONREFUNDABLE.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Only you may access the service using your ID and password, unless otherwise agreed to in writing by Franchise Record Pool. The content available through the service is the property of Franchise Record Pool or its licensors and is protected by copyright and other intellectual property laws. Content received through the service may be used and played for your professional use only. You agree not to reproduce, retransmit, distribute, disseminate, sell, make available to third parties or circulate the content received through the service to anyone or to exploit any such content for commercial or noncommercial purposes not intended by this Agreement without the express prior written consent of Franchise Record Pool. You agree to indemnify and hold harmless Franchise Record Pool for your failure to comply with this Section 8.1. 8.2 You acknowledge that Franchise Record Pool retains exclusive ownership of the service and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the service or its contents, and Franchise Record Pool reserves all rights not expressly granted hereunder. You shall promptly notify Franchise Record Pool in writing upon your discovery of any unauthorized use or infringement of the service (or its contents) or Franchise Record Pool's patent, copyright, trade secret, trademarks or other intellectual property rights. The service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.

9. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. FRANCHISE RECORD POOL DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE FRANCHISE RECORD POOL WEBSITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE FRANCHISE RECORD POOL WEBSITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS AND THE SUITABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENETS AND ACCURACY OF THE INFORMATION, PRODUCTS AND RELATED GRAPHICS CONTAINED WITHIN THE FRANCHISE RECORD POOL WEBSITE, SERVICE OR PRODUCTS.

10. LIMITATION OF LIABILITY

YOU HEREBY AGREE THAT WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY YOU UNDER THIS AGREEMENT.

11. MISCELLANEOUS

This Agreement is governed by the laws of the State of New York, U.S.A., without regard to its conflicts of law provisions; and you hereby consent to the jurisdiction of and venue in the federal and state courts in all disputes arising out of or relating to the service. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates). Use of the service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 11. You shall not use the service in any manner contrary to local, state or federal law. Franchise Record Pool 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 service immediately upon notice for your failure to comply with any such local, state or federal law. 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 service or information provided to or gathered by us with respect to such use. 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. This Agreement constitutes the entire agreement between you and us with respect to the service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the service. 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.

PRIVACY POLICY

franchiserecordpool.com is a web site owned and operated by Total Excitement LLC. (referred to as "Franchise Record Pool"). Please read these statements, terms and conditions carefully before using this website. By accessing or using this site, you acknowledge and agree to the disclaimers, terms and conditions set forth below. If you do not agree, please do not use this site. Please read the following carefully. Franchise Record Pool gathers certain types of information about the people who download and use the Franchise Record Pool service. The following policy explains what information is captured, how it is handled and how to change it. The policy is subject to change from time to time so please check back periodically.

GATHERED AND TRACKED INFORMATION

• Registration and Tracking Information. Franchise Record Pool gathers data that members provide through voluntary registrations on our site and aggregate tracking information derived mainly by tallying page views throughout our sites and clicks on our newsletters or advertisements. Such information enables us to better tailor our content to customer needs and to help us to better understand the demographics of our members. • Track Surveys Franchise Record Pool conducts member surveys to better target our content to our members. While Franchise Record Pool will share the aggregated responses and demographic information in these surveys with labels and partners, Franchise Record Pool will not release any personally identifiable information relating to any customer. • Counters On occasion, Franchise Record Pool uses a counter to track member traffic patterns on our web site. A counter provides no member identifiable data but allows Franchise Record Pool to count which pages have been viewed. Franchise Record Pool does not aggregate or track personally identifiable information when using a counter, only usage patterns. This information is collected for internal marketing and sales efforts. The data is also used to predict responses to advertisements, to help determine which ads perform best and which content is most appropriate for different members. • Cookies Franchise Record Pool uses your browser to set a "cookie" on your system. A cookie is a unique number that is recorded and stored on a member's computer in their web browser's cookie file. Cookies do not harm computers and can't read data off your hard disk. They simply allow us to measure and report the statistics and provide important insight that is used to provide a more enriching experience for the computing public. While aggregate statistics may be provided to advertisers and revenue sharing partners, the cookie will not, in any way, be associated with any personal data about the member. A member may choose to opt-out of receiving the benefits associated with our use of cookies at any time by following a simple procedure to manually delete his or her cookies. Members should refer to their respective browser's user manual for instructions on taking such action.

USE OF INFORMATION

Franchise Record Pool uses the information voluntarily given by our members to enhance their experience on our site to better prepare future content based on the interests of our members. Franchise Record Pool may also use the aggregated information to attract additional labels and advertisers. We use tracking information to determine which areas of our sites members like and don't like based on traffic to those areas. Franchise Record Pool does not track what individual members read, but rather how well each page performs overall. This helps us continue to build a better service for you.

SHARING OF INFORMATION

Franchise Record Pool uses the above-described information to tailor our content to suit your needs and help our music labels and advertisers better understand our customer's demographics. Franchise Record Pool will not release any personally identifiable information relating to any customer.

CHILDREN PRIVACY

Registrants of the Franchise Record Pool service must be over the age of 18. Franchise Record Pool web site, products, and services are not developed for or directed at children. If you believe your child has provided Franchise Record Pool with personally identifiable data, or registered at the Franchise Record Pool web site, and you would like to have them removed, please contact subscriptions@franchiserecordpool.com .

CORRECT / UPDATE POLICY

Franchise Record Pool offers members the ability to correct or change the information collected during the registration process. The instructions for doing this can be found in our Edit Profile area. Members may change this information at any time and as often as necessary. Members who are experiencing problems or who have any questions about how our services work can contact us at customerservice@franchiserecordpool.com.

LEGAL TERMS AND CONDITIONS

COPYRIGHTS

All materials incorporated in or accessible through this site, including without limitation, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the look and feel of this site), are protected by United States and international copyright laws, and are owned or controlled by Franchise Record Pool or by the original creators of such materials or their respective assignees. Any copying, reproduction, modification, sale, distribution, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without express authorization of Franchise Record Pool or other copyright owner is strictly prohibited. In the event of any permitted use of such materials, including without limitation, any copying, reproductions, distribution, republication, downloading, or display thereof, you will make no changes in or deletion of author attribution, trademark legend, or copyright notice. No right, title, or interest in any such materials will be granted or transferred to you as a result of any permitted use of such materials

TRADEMARKS

"Franchise Record Pool", "Total Excitement" and the Franchise Record Pool logo and all other graphics, logos, trade names and service names incorporated in this site are trademarks or registered trademarks of their respective owners, and are protected by United States and international trademark laws. None of such trademarks may be used in connection with any product or service other than in association with Franchise Record Pool or the respective owners of the trade names or trademarks in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Franchise Record Pool.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. FRANCHISE RECORD POOL DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE FRANCHISE RECORD POOL SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE FRANCHISE RECORD POOL SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS AND THE SUITABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENETS AND ACCURACY OF THE INFORMATION, PRODUCTS AND RELATED GRAPHICS CONTAINED WITHIN THE FRANCHISE RECORD POOL SITE, SERVICE OR PRODUCTS. YOU HEREBY AGREE THAT WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY YOU UNDER THIS AGREEMENT. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR, OR CORRECTION RESULTING FROM YOUR ACCESS TO OR USE OF THIS SITE OR ANY THIRD-PARTY SITE ACCESSED THROUGH THIS SITE.

GOVERNING LAW AND JURISDICTION AND OTHER MISCELLANEOUS MATTERS

The disclaimers, terms and conditions and use of Franchise Record Pool Site is governed by, and construed and enforced in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You hereby unconditionally consent to the jurisdiction of and venue in the federal and state courts in all disputes arising out of or relating to any action, suit, or proceeding based upon, resulting from, arising out of, or relating to your access to or use of this site, or for the recognition or enforcement of any judgment resulting from any such action, suit or proceeding.

REFUND POLICY

Subscriptions to Franchise Record Pool are non-refundable. In addition, there are no refunds on any software or downloaded items from Franchise Record Pool.

RIGHT TO AMEND

FRANCHISE RECORD POOL RESERVES THE RIGHT TO MAKE CHANGES TO THIS SITE AND THESE DISCLAIMERS, TERMS AND CONDITIONS AT ANY TIME WITHOUT PRIOR NOTICE. THE PRIVACY STATEMENT CONTAINED HEREIN IS NOT INTENDED AS A CONTRACT OR AS CREATING ANY LEGAL RIGHTS, AND MAY BE AMENDED FROM TIME TO TIME.

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