Boomdizzle Networks maintains a website at http://www.boomdizzle.com (collectively, including all Content available through the boomdizzle.com domain name, the "Boomdizzle Networks Website", or "Website") for your information and entertainment. You may use the Site for non-commercial, lawful purposes only. Your access to and use of the Boomdizzle Networks Website is subject to and governed by the Terms and Conditions set forth below. By accessing and browsing the Boomdizzle Networks Website, you accept, without limitation or qualification, and agree to be bound by, the Terms and Conditions set forth below and all applicable laws. These Terms of Use apply to all users of the Boomdizzle Networks Website, including users who are also contributors of content, information, and other materials or services on the Boomdizzle Networks Website.

BY USING AND/OR VISITING THE WEBSITE, YOU CONSENT AND AGREE TO BOTH THESE TERMS AND CONDITIONS (the "Terms of Use") AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY, WHICH ARE PUBLISHED AT http://www.boomdizzle.com/useragreement AND WHICH ARE INCORPORATED BY REFERENCE. If you do not agree to any of these terms, then please do not use the Boomdizzle Networks Website.

Boomdizzle Networks hereby grants you permission to use the Website as set forth in this Terms of Use, provided that: (i) your use of the Website as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Website in any medium without Boomdizzle Networks's prior written authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Use.

In order to access some features of the Website, you will have to create an account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You may never use another's account without permission. You must notify Boomdizzle Networks immediately of any breach of security or unauthorized use of your account. Although Boomdizzle Networks will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Boomdizzle Networks or others due to such unauthorized use.

You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that access the Website in a manner that sends more request messages to the Boomdizzle Networks servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Boomdizzle Networks grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Boomdizzle Networks reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.

The content on the Website, except all User Submissions (as defined below), including artwork, images, text, software, sounds, music, video, names, and likenesses displayed on the Website are either the property of, or used with permission by, Boomdizzle Networks. The reproduction and use of any of these by you is prohibited unless specific permission is provided on the Website or otherwise. Any unauthorized use may violate copyright laws, trademark laws, privacy and publicity laws, and/or communications regulations and statutes of the United States and foreign laws and international conventions.

The trademarks, service marks, logos, and other indicia, including of Boomdizzle Networks (collectively the "Trademarks") which appear on the Website are registered and unregistered trademarks of Boomdizzle Networks and others. Nothing contained on the Website should be construed as granting, by implication or otherwise, any right, license or title to any of the Trademarks without the advance written permission of Boomdizzle Networks or such third party as may be appropriate. All rights are expressly reserved and retained by Boomdizzle Networks. Your misuse of any of the Trademarks displayed on the Website, or any other content on the Website, except as provided in these Terms and Conditions, is strictly prohibited. You are also advised that Boomdizzle Networks considers its intellectual property to be among its most valuable assets, and will aggressively enforce its intellectual property rights to the fullest extent of the law.

Both the Website and the content of the Website are provided "AS IS" for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Boomdizzle Networks reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Boomdizzle Networks Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Boomdizzle Networks Website or the Content therein. Boomdizzle Networks does not make any representations or warranties, whether express or implied, regarding or relating to the Website or any associated hardware or software, including the content or operations of either.

The Boomdizzle Networks may now or in the future permit the submission of music, videos or other communications submitted by you and/or other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Boomdizzle Networks does not guarantee any confidentiality with respect to any submissions. Boomdizzle Networks does not edit User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Boomdizzle Networks to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use.

For clarification, you retain all of your ownership rights in your User Submissions, except as expressly set forth herein. By submitting the User Submissions to Boomdizzle Networks, you hereby grant Boomdizzle Networks a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Boomdizzle Networks Website and Boomdizzle Networks's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Boomdizzle Networks Website (and derivative works thereof) in any media formats and through any media channels. You also grant each user of the Boomdizzle Networks Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Use. The foregoing license granted by you terminates once you or we remove or delete a User Submission from the Boomdizzle Networks Website.

In addition to the preceding, by posting a User Submission you grant Boomdizzle Networks the right of first negotiation to the publishing, management, recording and all associated rights related to all such User Submission. This right of first negotiation does not terminate if you delete the User Submission from the Boomdizzle Networks Website, but continues until you or Boomdizzle Networks deletes the User Submission and for a period of one (1) year from the date of such deletion. The terms and conditions of the right of first negotiation are as follows:

Right of First Negotiation: Prior to selling, optioning, licensing or transferring any rights to any User Submission to any third party, the User will give Boomdizzle Networks a chance to obtain such rights. Prior to granting any such rights, or in response to a request from Boomdizzle Networks, the User shall negotiate with Boomdizzle Networks in good faith for a period of not less than 90 days with respect to mutually agreeable terms.

Right of Matching Last Refusal: If the User and Boomdizzle Networks are unable to agree upon terms, then the User shall have the right to offer to third parties such rights. However, prior to entering into any agreement with any third party, the User shall first submit to Boomdizzle Networks the terms that the User is then prepared to accept from such third party. Boomdizzle Networks shall have the right, within 10 business days after receipt of such terms, to notify User that Boomdizzle Networks elects to enter into an agreement with the User on all of such terms, in which case User shall enter into an agreement with Boomdizzle Networks on such terms. If Boomdizzle Networks does not notify User of its wishes to enter into such an agreement, then User shall be free to enter into an agreement with a third party on such terms.

You agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Boomdizzle Networks all of the license rights granted herein, including sampled music; (ii) publish falsehoods or misrepresentations that could damage Boomdizzle Networks or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person.

Boomdizzle Networks does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Boomdizzle Networks expressly disclaims any and all liability in connection with User Submissions. Boomdizzle Networks does not knowingly permit infringement of intellectual property rights on its Website, and Boomdizzle Networks will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Boomdizzle Networks reserves the right to remove Content and User Submissions without prior notice. Boomdizzle Networks will also terminate a User's access to its Website, if a User is determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than two times and/or has had a User Submission removed from the Website more than twice. Boomdizzle Networks also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Boomdizzle Networks may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion.

If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (further details are available at http://www.boomdizzle.com/dmca):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Boomdizzle Networks's designated Copyright Agent to receive notifications of claimed infringement is: Mark Baudler, Wilson, Soncini. Goodrich & Rosati, 650 Page Mill Rd, Palo Alto, CA 94304. Only DMCA notices should go to the Copyright Agent. Any other feedback, comments, requests for technical support, and other communications should be directed to Boomdizzle Networks customer service through [email protected]. You acknowledge that if you fail to comply with all of the requirements of this Section (D), your DMCA notice may not be valid.

You understand that when using the Boomdizzle Networks Website, you will be exposed to User Submissions from a variety of sources, and that Boomdizzle Networks is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Boomdizzle Networks with respect thereto, and agree to indemnify and hold Boomdizzle Networks, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

Boomdizzle Networks permits you to link to materials on the Website for personal, non-commercial purposes only. In addition, Boomdizzle Networks may provide an "Embeddable Player" feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website, provided that you include a prominent link back to the Boomdizzle Networks website on the pages containing the Embeddable Player. Boomdizzle Networks reserves the right to discontinue any aspect of the Boomdizzle Networks Website at any time.

For your convenience, the Website may contain links to the websites of third parties on which you may be able to obtain content and/or download software. Except as otherwise noted, such third party websites, and such content and software are provided by companies which are not affiliated with and independent of Boomdizzle Networks. Boomdizzle Networks does not endorse or make any representations or warranties concerning such websites, and may have not reviewed such content or software. Boomdizzle Networks has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Boomdizzle Networks cannot censor or edit the content of any third-party site. Therefore, Boomdizzle Networks makes no representation as to the accuracy or any other aspect of the information contained in or on such websites, sources or servers, nor does Boomdizzle Networks necessarily endorse such websites or sources.

By using the Boomdizzle Networks Website, you expressly relieve Boomdizzle Networks from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Boomdizzle Networks Website and to read the terms and conditions and privacy policy of each other website that you visit.

YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER BOOMDIZZLE NETWORKS NOR ITS AFFILIATED COMPANIES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS (COLLECTIVELY THE "BOOMDIZZLE NETWORKS PARTIES") WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE. THE SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGES THAT BOOMDIZZLE NETWORKS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT WILL BOOMDIZZLE NETWORKS, THE BOOMDIZZLE NETWORKS PARTIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SITE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE.

IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, BOOMDIZZLE NETWORKS , NOR THE BOOMDIZZLE NETWORKS PARTIES SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES AND THE AGGREGATE, TOTAL LIABILITY OF THE BOOMDIZZLE NETWORKS PARTIES TO YOU OR ANY END USER FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SITE SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. In such jurisdictions, Boomdizzle Networks's liability is limited to the greatest extent permitted by law. You should check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

You agree to defend, indemnify and hold harmless Boomdizzle Networks, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to the Boomdizzle Networks Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Boomdizzle Networks Website.

It is our and your intent that these Terms of Use constitute a binding and enforceable agreement between us. Therefore, you affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you affirm that you are over the age of 13, as the Boomdizzle Networks Website is not intended for children under 13. If you are under 13 years of age, then please do not use the Boomdizzle Networks Website

Boomdizzle Networks knows that the privacy of your personal information is important to you. Therefore, Boomdizzle Networks has established a Privacy Policy governing the use of this information, which is located at http://www.boomdizzle.com/privacy and is part of this Agreement.

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Boomdizzle Networks without restriction.

You agree that: (i) the Boomdizzle Networks Website shall be deemed solely based in New York, New York; and (ii) the Boomdizzle Networks Website shall be deemed a passive website that does not give rise to personal jurisdiction over Boomdizzle Networks, either specific or general, in jurisdictions other than New York. These Terms of Use shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Boomdizzle Networks that arises in whole or in part from the Boomdizzle Networks Website shall be decided exclusively by a court of competent jurisdiction located in New York, New York. These Terms of Use, together with the Privacy Notice at http://www.boomdizzle.com/privacy and any other legal notices published by Boomdizzle Networks on the Website, shall constitute the entire agreement between you and Boomdizzle Networks concerning the Boomdizzle Networks Website. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Boomdizzle Networks' failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Boomdizzle Networks reserves the right to amend these Terms of Use at any time and without prior notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Boomdizzle Networks Website following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms. YOU AND Boomdizzle Networks AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE Boomdizzle Networks WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.