READ CAREFULLY.  These Terms and Conditions of Use Agreement (the "Terms of Use" or "Use Agreement") apply to use of the CdPulse.com website located at http://cdpulse.com (the"Site").  The Site is the property of CdPulse.com Before you make any purchases, you must first establish a customer account ("My Account"). These Terms of Use will govern your customer account. BY CLICKING "I HAVE READ,UNDERSTAND AND AGREE TO THE TERMS OF USE," YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT CLICK ON THE BUTTON AND DO NOT USE THE SITE.

CdPulse.com reserves the right, at its sole discretion, to change, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use each time before using the Site. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, CdPulse.com grants you ("End User") a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site. If there is conflict between these Terms of Use and the terms posted for a specific service, feature or transaction offered on the Site, the latter terms shall control regarding that specific service, feature or transaction.

All music (downloaded or samples), software, text, images,graphics, user interfaces, videos, photographs, trademarks, logos, and artwork(collectively, "Content"), including but not limited to the design, selection,arrangement, and coordination of such Content on the Site is owned or licensed by or to Cdpulse.com, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Except as expressly provided in these Terms of Use, no part of the Site and no Content may be reproduced, recorded, broadcast, distributed, uploaded, posted, altered to make new works, performed, digitized, or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without CdPulse.comÕs prior express written consent.

All downloaded music, images, video, artwork, text, software and other copyrightable materials ("Content") are sublicensed to End Users and not sold, notwithstanding use of the terms "sell," "purchase," "order," or "buy" on the Site or this Agreement. Your downloadable music ("Digital Download")sublicense is nonexclusive, nontransferable, and nonsublicensable. End Users may play their Digital Downloads an unlimited number of times on the same registered personal computer or any other secondary or portable device. The End User may "burn" their Digital Downloads from the Primary Computer to make unlimited permanent copies in an uncompressed form conforming to the industry "Red Book" technical specifications to either "write once" blank recordable CD-R compact discs conforming to the industry standard "Orange Book Part II" technical specifications and/or blank "re-writable" CD-RW compact discs.

You have a nontransferable, nonexclusive, nonsublicensable license to only use the Digital Downloads for personal use as specified in the above Content Use Rules. You may not play and then redigitize any Works, or upload those Works to the Internet. You may not create any "derivative works"by altering any of the Content. You may not use the Works in conjunction with any other third-party content (e.g., to provide sound for a film). You may not exploit any such Content or for commercial purposes (including the sale of bundled Digital Downloads transferred onto Approved Electronic Devices). You may not transfer or distribute Digital Downloads except as stated in the Content Use Rules. No other uses are permitted except as expressly stated as an authorized use under the Content Use Rules. You further agree to indemnify, defend and hold harmless CdPulse.com for your failure to comply with this section.

The services offered on the Site require you to first open an account. You are responsible for maintaining the confidentiality of your My Account information, including your password, and for all activity that occurs under your account. You agree to notify CdPulse.com immediately of any unauthorized use of your account or password, or any other breach of security. You may beheld liable for losses incurred by CdPulse.com or any other user of the Site due to someone else using your password or customer account. You may not use anyone else's password or customer account at any time.

You may not attempt to gain unauthorized access to the Site. Should you attempt to do so, assist others in making such attempts, or distributing instructions, software or tools for that purpose, then your customer My Account will be terminated.

You agree to provide us with accurate, current and complete information about yourself and your billing information as prompted by the registration process. You may update any of your My Account Information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated credit card, by clicking on the MyAccount button and selecting the appropriate link.

You must disclose certain personal information to use our Site, register, and make purchases. As a condition of registering with our Site or making any purchases of Digital Downloads or any other products, you represent that you have first read our Privacy Policy and consent to our collection, use and disclosure of your personal information and non-personal information. To make a purchase, you must at least disclose to us all of the following: (i)your name, (ii) mailing address including zip code or equivalent, (iii)transaction data including credit card number and titles of albums or songs purchased. Our Privacy Policy's terms and conditions will change from time to time, and as a condition of browsing the Site, using any features or making any purchase, you agree that you will first review our Privacy Policy prior to making any initial or subsequent purchases.

By establishing a My Account with us, and each time you make a purchase through our Site, you grant permission for CdPulse.com to contact you at your e-mail address.

You or CdPulse.com may terminate these Terms of Use for any reason at any time. You also agree that CdPulse.com may, in its sole discretion and without prior notice to you, terminate for cause your access to the Site, which includes (but is not limited to): (1) attempts to gain unauthorized access to the Site or assistance to others attempting to do so, (2) overcoming software security features limiting use of or protecting Digital Downloads, (3) discontinuance or material modification of the Site or any service offered on or through the Site, (4) violations of the Terms of Use, (5) failure to pay for purchases, (6) copyright infringement, (7) unexpected operational difficulties,or (8) requests by law enforcement or other government agencies.

You agree that CdPulse.com will not be liable to you or to any third party for termination of your access to the Site. The following provisions of these Terms of Use shall survive termination, whether for convenience or cause:"Content," "Content Use Rules," "Prohibited Uses of Digital Downloads,""Consent to Collection, Use and Disclosure of Your Personal Information,""Consent to Our Communication With You By E-mail," "Disclaimer of Warranties,"and "Limitation of Liability."

THE WEBSITE, MUSIC SAMPLES, "DIGITAL DOWNLOADS," SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS." CdPulse.com EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE CDPULSE.COM WEBSITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.

YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OF THE SITE AND/OR DOWNLOADING OF MUSIC FILES OR THEIR USE. IN NO EVENT SHALL CDPULSE.COM OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE ANY DIGITAL DOWNLOADS, WITH THE DELAY OR INABILITY TO USE THE CdPulse.com SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE MUSIC OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE CDPULSE.COM SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF CdPulse.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT ANY LIMITATION OF LIABILITY SHALL FAIL OF ITS ESSENTIAL PURPOSE, THE MAXIMUM LIABILITY THAT CDPULSE.COM SHALL HAVE IS LIMITED TO ANY AMOUNTS ACTUALLY PAID TO CDPULSE.COM BY END USER.

Pursuant to 17 U.S.C. å¤ 512 as amended by Title II of the Digital Millennium Copyright Act (the "Act"), CDPULSE.com. ("CdPulse.com") will terminate the account of any customer, or vendor who uses his or her privileges to unlawfully transmit copyrighted material without a license, valid defense or fair use privilege to do so. After proper notification by the copyright holder or its agent to the CdPulse.com and later confirmation through court order or an admission by the customer that an account has been an instrument of unlawful infringement, CdPulse.com will terminate the infringing customer's account. CdPulse.com may also in its sole discretion decide to terminate a customer's account privileges prior to that time if it has good belief that infringement has in fact occurred. In addition, pursuant to 17 U.S.C. å¤ 512(c), CdPulse.com has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. CdPulse.com respects the intellectual property of others and we ask other to do the same. If you believe that your copyright has been infringed through the CdPulse.com website, please contact

Any written notice describing the infringing activity must include the following information: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive that is allegedly infringed; (2). A description of the allegedly infringing work or material; (3)A description of where the allegedly infringing material is located on the site; (4) Information reasonably sufficient to allow us to contact you, such as your address, telephone number and e-mail address; (5) A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright or other proprietary right owner, its agent, or the law; and (6). A statement by you that the above information and notification is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner whose exclusive right is allegedly infringed.

You agree that all matters relating to your access to or use of or purchases made from the Site, including all disputes arising out of these Terms of Use, will be governed by the laws of the United States and by the laws of the State of Florida without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Tampa Bay, Florida. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises.

Last modified: November 1, 2007

CdPulse.com SUBSCRIPTION SERVICE TERMS OF USE

THIS CDPULSE.com SUBSCRIPTION AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR" OR"YOURSELF"), AS THE END USER, AND CDPULSE.COM ("OUR,""US," "WE" OR "CDPULSE.com "), WHICH GOVERNS YOUR USE OF THE OUR INTERNET-BASED MUSIC SUBSCRIPTION SERVICE TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE SAME BY US AND/OR THIRD PARTIES (COLLECTIVELY, "THE SERVICE"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICE. BY REGISTERING FOR, USING OR OTHERWISE ACESSING THE SERVICE, OR ANYCOMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING TO BECOME APARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN. THE SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 18 YEARS OF AGE OR OLDER. IF YOU ARE NOT YET 18 YEARS OLD, PLEASE DISCONTINUE USING THE SERVICE IMMEDIATELY, OR IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DISCONTINUE THE REGISTRATION PROCESS AND DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.

When we refer to the "use" of the Services in this Agreement, we mean any actual or attempted access or use of the Service, including, without limitation, any transmission, exchange of information or communication associated with the Services. These terms and conditions, together with the other terms of use applicable to other CdPulse.com owned or controlled web sites and any other policies, rules and provisions which are described, linked or otherwise referred to and form a part of this Agreement, including, without limitation our Privacy Policy constitute the entire agreement between you and us, superseding any and all prior or inconsistent understandings, representations or agreements regarding the Service.

1. ENROLLMENT IN THE SERVICE CdPulse.com currently provides the Service for sampling and downloading music in the MP3 format. The Service consists of multiple subscription plans whereby, for a monthly fee and subject to certain limitations as described herein, you are granted specified 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 website at https://www.CdPulse.com /register?ld= ("CdPulse.com ) or such other registration process as we may provide from time to time.

2. MODIFICATION We may add, delete or modify any of the aspects of our Service and/or any of the terms and conditions contained in this Agreement at any time in our sole discretion. We will notify you of any such changes via email or by posting a change notice on our site. If any modification is unacceptable to you, you must stop using the Service. Unless otherwise specifically set forth in our notice, all changes be effective upon the date we notify you of the same ("effective date"). Your continued use of the Service following the effective date will constitute your binding acceptance of and agreement to be bound by the changes specified therein. You should check back frequently and review the terms and conditions of this agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us. If any new products or services become available, they will be considered a part of the Service and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software or other services.

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"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service, as applicable. Once you subscribe to the Service, you shall receive a unique user ID and password in connection with your account (collectively referred to herein as"IDs"). You agree that you will not allow another person to use your IDs to access and use the Services under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result ofyou failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Services using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. 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. CDPULSE.com PRIVACY POLICY CdPulse.com takes your privacy seriously and operates under the policies and principles outlined in its Privacy Policy, which contains important information and disclosures relating to the collectiona nd use of your personally identifiable information in connection with your use of the Service. Our Privacy Policy is set forth at http://CdPulse.com/privacy_policy.

5. TECHNOLOGICAL AND USE LIMITATIONS 5.1 CdPulse.com will make reasonable efforts to keep the CdPulse.com Site operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of CdPulse.com may, from time to time, result in temporary service interruptions. CdPulse.com also reserves the right at any time and fromtime to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree CdPulse.com 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 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 use. 5.3 Because the Service is designed for personal sampling and use, you are not allowed to use any automated system for the selection or downloading of files CdPulse.com reserves the right to immediately and permanently terminate your access to the Service if CdPulse.com believes that you are violating such limitation. 5.4 You may not use or allow others to use, your IDs and/or the Service, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Service, that: (a)is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally,ethnically or otherwise objectionable or offensive, discriminatory or abusive;(b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Service; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with your IDs.You also may not use, nor allow others to use, your IDs, the Service, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Service or any information, data or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on us, the Service, or anyone else; (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable toyour use of the Service. 5.5 You are prohibited from violating or attempting to violate the security of the Service, including, without limitation: (a)accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b)attempting to probe, scan or test the vulnerability of the Service or to breach security or authentication measures, regardless of your motives or intent; (c)attempting to interfere with or disrupt the Service or service to any user,processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability.We have the right to investigate occurrences, which may involve such violations and may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

6. TERM, FEES AND PAYMENTS 6.1 By registering for the Service,you agree to pay the fees designated for the Service level you select in accordance with our Pricing and Payment Terms, which can be found at http://www.CdPulse.com/subscriptions

Subject to your right to terminate the Service prior to the expiration of a Trial Period if any -- as described in the following section, you agree to pay the applicable amounts for the minimum period specified therein. 6.2 Subject to the terms in Section 6.7 below, your subscription will continue automatically at the fee rate applicable to the Service, which youhave selected unless terminated by CdPulse.com or until you notify CdPulse.com of your decision to cancel your subscription to the Service. Upon the expiration of the initial period if any your subscription will automatically renew on a month-to-month basis at the same monthly rate, as applicable, unless you elect to terminate the Service or enroll in another version of the Service. 6.3 Each month during the term of this Agreement following the expiration of any Trial Period, the fees for use of the Service will be billed automatically to the credit card you designated during the Service registration process or subsequently provided to CdPulse.com. You agree to pay or have paid all fees and charges incurred in connection with your IDs for the Service (including any applicable taxes) at the rates in effect when the charges were incurred. 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 IDs without your authorization, you must contact CdPulse.com immediately at marketing@cdpulse.com . 6.4 Payment must be made by a major credit card accepted by CdPulse.com (currently VISA, MasterCard, American Express and Discover), or any other methods of payment as CdPulse.com may accept from time to time. Your credit card will be billed monthly in advance commencing on your initial signup date and continuing thereafter on a monthly basis on the thirtieth (30th) day following the expiration of the preceding billing period (Billing Date) If CdPulse.com does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon demand by CdPulse.com. Your card issuer agreement governs your use of your designated card in connection with the Service, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT CdPulse.com, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU. 6.5 If CdPulse.com does not receive the full amount of your Service account balance within thirty (30) days of the Billing Date, a late payment charge of one and one-half percent (1.5%) per month (or the highest amount allowed by law,whichever is lower) may be added to your bill and immediately become due and payable. Unless you notify CdPulse.com of any discrepancies within sixty (60) days after they first appear on your account statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release CdPulse.com from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to CdPulse.com within sixty (60)days of its first appearance on an invoice or credit card statement. 6.6 You agree to pay CdPulse.com all reasonable attorney's fees and costs incurred by CdPulse.com 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. 6.7 The fees, charges and payments hereunder do not include and you are solely responsible for paying any taxes, duties, government levies or other charges imposed by a taxing or other regulatory authority relating to your use of the Service. 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. 6.8 CdPulse.com 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 CDPULSE.com, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING AT http://www.cdpulse.com/subscriptions CdPulse.com MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. If any such change is unacceptable to you, you may cancel 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 We may terminate this Agreement, restrict, suspend or terminate your use of the Service immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in anyway, and it will not limit any other rights or remedies which are available tous. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service. Upon the effectivedate of any such termination, your right to use the Service shall immediately cease. 7.2 Termination of this Agreement shall not relieve you of any obligations to pay accrued charges, including any prorated charges accrued forthe billing cycle in which this Agreement is terminated.

8. INTELLECTUAL PROPERTY RIGHTS 8.1 Only you may access the Service using your IDs, unless otherwise agreed to in writing by CDPulse. The content available through the Service is the property of CdPulse.com 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 personal, non-commercial use only. You agree not to reproduce, retransmit, distribute, disseminate, sell, broadcast, 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 without the express prior written consent of CdPulse.com. You agree to indemnify and hold harmless CdPulse.com for your failure to comply with this Section 8.1. 8.2 You acknowledge that CdPulse.com 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 CdPulse.com reserves all rights not expressly granted hereunder. You shall promptly notify CdPulse.com in writing upon your discovery of any unauthorized use or infringement of the Service (or its contents) or CdPulse.com'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 ANDACCESS TO THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN"AS IS" AND AN "AS AVAILABLE" BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE CdPulse.com SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE CdPulse.com SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS. OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CDPULSE.com, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT CdPulse.com 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. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. INDEMNITY You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of the Service, and/or (c) the use of the Service by any other person using your IDs. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

12. MISCELLANEOUS this agreement is governed by the laws of the State of Florida, U.S.A., without regard to its conflicts of law provisions;and you hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in Hillsborough County, Tampa Bay, Florida, U.S.A with respect to 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. Cdpulse.com 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. No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement. You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void. This Agreement, together with our Privacy Policy and any other rules, regulations, procedures and policies which we refer to and which are hereby incorporated herein by this reference, 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. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). To the extent it may be applicable, you agree with us, to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. 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.