KNOWRHYTHM™ TERMS AND CONDITIONS OF WEB SITE USE

Version 1.0 as of January 15, 2005

Set forth below are the terms and conditions (these "Terms and Conditions") governing the KnowRhythm web site located at, or linked to through, the root URL www.knowrhythm.net , which may expand or change from time to time (the "Website"). As used herein, the term "KnowRhythm" refers to KnowRhythm and it's representatives, 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.

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 KnowRhythm 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 an KnowRhythm server, and you should not attempt to "pass off" 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 KnowRhythm logo or trademark, please review the KnowRhythm Trademark Policy.

Sites Linked From the Website: Links to third-party web sites from the Website are not necessarily under KnowRhythm's control, and KnowRhythm does not assume any responsibility or liability for any content, opinions or materials available at such third-party web sites. KnowRhythm does not investigate, monitor or check for accuracy such third-party web sites and KnowRhythm does not intend any such links to third-party web sites to imply KnowRhythm's sponsorship or endorsement thereof. Your use of such web sites is at your own risk.

"Framing" the Website: Framing of the Website is permitted only by express agreement with KnowRhythm, and KnowRhythm may require if specific measures are to be taken to avoid user or consumer confusion. Such measures may include, but are not limited to: clearly attributing the displayed Material to the Website or providing each user or consumer with the opportunity to visit the Website directly by, for example, including a tab labeled "Remove Frames." KnowRhythm reserves the right to withhold consent for any reason and any failure to monitor or control each instance of the framing of the Website shall not be considered a waiver of any of KnowRhythm's rights. Any framing of the Website shall not imply the endorsement or sponsorship of KnowRhythm, or KnowRhythm Affiliates, as hereafter defined.

Copyright and Trademark Infringement Policy and Notification Procedure: KnowRhythm 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 KnowRhythm 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.

Since KnowRhythm is not in a position to determine who has the prevailing claim to use any particular Content or Name posted to the Website, its policy on such matters is that they be resolved directly by the parties alleging misuse of their Content and/or Name (the "Complainants") and the Artists. We recommend that Complainants immediately notify Artists about allegations of infringement by going to the Artist's website linked on the KnowRhythm Website or by contacting. It has been KnowRhythm's experience that most Artists are honest and responsible citizens who may not realize they are engaged in infringing activities. Typically, once notified of a claim, Artists voluntarily cease using such infringing Content and/or Name on the Website and elsewhere.

Complainants may notify KnowRhythm concerning any Content and/or Name being used on the Website in violation of their rights by providing all requested information in the manner described in Nos. 1-9 below. KnowRhythm 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 Artists. In most cases, soon after receiving written notice alleging infringement, KnowRhythm either will remove the allegedly infringing Content and/or Name from those web pages identified or, at its election, remove those web pages.

1. Complainant's full name and if applicable, the name of the business entity represented.

2. Complainant's mailing address and if applicable, the mailing address of the business entity represented.

3. Complainant's daytime telephone number.

4. Complainant's email address, if any.

5. Description or identification of the Content and/or Name in which exclusive rights are claimed.

6. Basis for asserting ownership or exclusive rights in the Content and/or Name.

7. URL of all web pages on the Website where the Content and/or Name is known to be located.

8. Reprint the following sentence: "By submitting this notification of infringement to KnowRhythm, under penalty of perjury and to the best of my knowledge I attest that none of the information provided herein is false or misleading, I am the person identified in No. 1 above and I own, or I am authorized to act on behalf of the owner of the Content and/or Name."

9. Submit by email, sign electronically, then transmit to design (at) knowrhythm (dot) net; subject: "Infringement Notification".

Questions concerning KnowRhythm's Copyright and Trademark Infringement Policy and Notification Procedure should be addressed as described in No. 9 above.

Please note, until receiving notification from Artists and Complainants that their disputes have been resolved, it is unlikely that KnowRhythmn knowingly will permit any Artist, including the Complainant, to post such allegedly infringing the Content and/or the Name on the Website. Of course, KnowRhythm will be happy to cooperate as is reasonable with respect to implementing any agreement among the parties to such a dispute.

Forward-Looking Statements: The Website may contain projections or other forward-looking statements regarding future business events or activities. KnowRhythm cautions you that any such statements reflect only predictions and that actual developments, results and events might differ materially. Nothing contained on the Website constitutes a solicitation by KnowRhythm of the purchase or sale of securities.

Modification of Terms and Conditions: KnowRhythm may modify these Terms and Conditions from time to time in its sole discretion. When such modification is made, KnowRhythm will post a revised version of these Terms and Conditions on the Website. Modifications will be effective when they are posted. KnowRhythm 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 or download a track, you will be deemed to have accepted any such modifications.

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 KnowRhythm's express prior approval, contains advertising or any solicitation with respect to products or services.

International Use: KnowRhythm makes no representation that Materials on this Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Website from locations outside the United States do so at their own risk and are responsible for compliance with local laws.

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. KNOWRHYTHM 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, KNOWRHYTHM MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. KNOWRHYTHM 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 KNOWRHYTHM 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.

Limitation of Liability: By availing yourself of the Website, Materials or related services, you agree to release and hold KnowRhythm and the employees, officers, representatives of KnowRhythm, its affiliates, subsidiaries, advertising, promotion and fulfillment agencies, any entity controlling, controlled by or under common control with KnowRhythm, any third-party providers or sources of information or data and legal advisers (collectively, "KnowRhythm 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 KnowRhythm 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 KnowRhythm 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 KNOWRHYTHM 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 KNOWRHYTHM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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 Colorado as such laws are applied to agreements entered into and to be performed entirely within Colorado between Colorado residents. Legal proceedings related to the matters herein shall be brought in and adjudicated solely in the courts of Colorado, United States. 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. KnowRhythm'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.

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