TERMS OF USE

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND STINGRAY360 ("STINGRAY") STATING THE COMPLETE TERMS THAT GOVERN YOUR USE OF STINGRAY'S WEBSITE.  IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, AND ANY FUTURE TERMS, DO NOT USE STINGRAY'S WEBSITE. BY ACCESSING OR USING STINGRAY'S WEBSITE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY EACH AND EVERY TERM OF THIS AGREEMENT ("AGREEMENT"). STINGRAY MAY REFUSE ACCESS TO ITS WEBSITE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT. PLEASE READ THESE TERMS OF USE VERY CAREFULLY.

1. Stingray360 Website
Stingray is the provider and owner of the website located at www.stingray360.com, which among other things, allows you to choose between various music genres and to stream extracts of sound recordings within such specific music genres under the terms and conditions set forth herein (the "Stingray360 Website").

2. Objectionable Material
You understand that by using the Stingray360 Website, you may come across content that may be considered offensive, vulgar, indecent, or otherwise objectionable, which content may or may not be identified as having explicit language.  Your use of the Stingray360 Website is at your sole risk and Stingray shall not be liable to you for content that may be found to be offensive, vulgar, indecent, or otherwise objectionable. If you are under the age of majority in the province or state in which you reside, please review these terms and conditions with your parent or guardian.

3. Content Types
The descriptions and information, such as genres, sub-genres, and the like, are provided for convenience only, and you acknowledge and agree that Stingray does not guarantee their accuracy.

4. Privacy Policy
Your use of the Stingray360 Website is subject to Stingray’s Privacy Policy, which is expressly made a part of this Agreement. Please review Stingray’s Privacy Policy posted on the Stingray360 Website.

5. Security
You understand that the Stingray360 Website and the content available through the Stingray360 Website, including but not limited to, sound recordings, include a security framework using technology that protects digital information and limits your usage of the Stingray360 Website to certain rules of conduct established by Stingray and its licensors ("Rules of Conduct"). You agree to comply with such Rules of Conduct, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components for any reason whatsoever. Rules of Conduct may be controlled and monitored by Stingray for compliance purposes, and Stingray reserves the right to enforce the Rules of Conduct with or without notice to you. Please review carefully the Rules of Conduct provided in Section 8 of this Agreement.

6. Requirements
You acknowledge that use of the Stingray360 Website may require the use of other hardware and software products and that such hardware and software is your responsibility. It is also your responsibility to pay any bandwidth fees necessary to use the Stingray360 Website.

7. Limited License
Stingray grants you a limited, non exclusive, revocable license to access and make use of the Stingray360 Website and of the content available through the Stingray360 Website in accordance with the terms and conditions of this Agreement, including the Rules of Conduct. You acknowledge and agree that the content available through the Stingray360 Website is licensed, not sold, to you, and you acknowledge that the streaming of sound recordings shall not constitute a grant or waiver of any rights of the copyright owners in such sound recordings and the underlying musical compositions embodied therein. Any use of the Stingray360 Website or of the content available through the Stingray360 Website other than as specifically authorized herein is strictly prohibited and shall terminate automatically the license granted herein.

8. Rules of Conduct
You acknowledge and agree to use the Stingray360 Website, including the content available through the Stingray360 Website, in compliance with the applicable Rules of Conduct:
(a)	You agree not to use the Stingray360 Website and the content available through the Stingray360 Website in any manner that could damage, disable, overburden or impair the Stingray360 Website or the content available through the Stingray360 Website;
(b)	You agree not to make any copy or other reproduction of the content available through the Stingray360 Website, including but not limited to the sound recordings, and not to use any data mining, robots, scraping or similar data gathering or extraction methods;
(c)	You agree not to use, sell, rent, transfer, license or otherwise provide anybody with the content available through the Stingray360 Website, except as provided herein;
(d)	In the event that Stingray changes any part of the Stingray360 Website or discontinues the Stingray360 Website, which Stingray may do at its own discretion, you acknowledge that you may no longer be able to use the Stingray360 Website or to use it to the same extent as prior to such change or discontinuation, and that Stingray shall have no liability to you in such case; and
(e)	You agree to comply with all applicable federal, state and local laws, and regulations when using the Stingray360 Website and the content available through the Stingray360 Website.

Stingray reserves the right to modify the Rules of Conduct at any time without notice.

9. Intellectual Property
You acknowledge that the Stingray360 Website and all content thereon, including, but not limited to, designs, text, graphics, logos, button icons, images, pictures, music, information, editorial content, data compilations, files selection and arrangement, programming, links, software, trademarks and trade names are the property of Stingray and/or its licensors, and are protected by applicable intellectual property and copyright laws.  You agree not to use such proprietary information or materials in any way except for use of the Stingray360 Website in accordance with the terms of this Agreement. You agree not to modify, copy or reproduce any and all portions of the Stingray360 Website in any form or by any means, and not to modify, rent, lease, loan, sell, distribute, exploit, or create derivative works based on the Stingray360 Website and/or the content available through the Stingray360 Website, in any manner. You do not obtain any rights under this Agreement in any intellectual property.

10. Third Party Material and Websites
Stingray may provide links from the Stingray360 Website to certain third party websites. You acknowledge and agree that Stingray is not responsible for examining or evaluating the content or accuracy of any such third-party material or websites. Links to and material from any third party websites does not imply approval or endorsement thereof by Stingray. Stingray does not assume and will not have any liability or responsibility for any third-party material or websites, or for any other material, products, or services of third parties.

You also agree and acknowledge that you may be subject to other terms and conditions from third parties when you use such third parties’ material, products, services, software or websites and that the present terms and conditions may no longer apply.

11. Discontinuance of the Stingray360 Website
Stingray shall have the right to modify, suspend, or discontinue the Stingray360 Website (or any part, feature or content thereof) at any time and for whatever reason. Stingray shall not be liable to you or to any third party for exercising such rights.

12. Term
The term of this Agreement shall begin when you access the Stingray360 Website and shall end when terminated in accordance with the provisions of this Agreement ("Term").

13. Termination by Stingray and Other Remedies
If you fail to comply with any of the provisions of this Agreement, including, but not limited to, violation of the Rules of Conduct, Stingray, at its sole discretion and without notice, may terminate this Agreement and preclude access to the Stingray360 Website.

14. Survival of Provisions
Provisions 9, 10, 14, 15, 16, 17 and 18 of this Agreement shall survive the termination of this Agreement.

15. DISCLAIMERS
Stingray makes no guarantee, representation or warranty that its operation of the Stingray360 Website or your use of the Stingray360 Website will be uninterrupted or error-free, and you agree that the Stingray360 Website may be temporarily unavailable from time to time for maintenance, technical problems or other reasons. Stingray may remove the Stingray360 Website for indefinite periods of time, or discontinue the Stingray360 Website at any time, without notice and without liability.

The Stingray360 Website, and all information, content and materials made available to you through the Stingray360 Website, are provided by Stingray "as is" and "as available".  Stingray disclaims any and all warranties and representations with respect to the Stingray360 Website, and the information, content and materials available through the Stingray360 Website, including, but not limited to, the quality of the sound recordings, and all expressed or implied warranties of merchantability, non-infringement and fitness for a particular purpose are hereby specifically disclaimed and excluded.

Without limiting any provision herein, Stingray makes no guarantee, representation or warranty that any portable device or other hardware will be compatible with any of the technology used by Stingray in connection with the Stingray360 Website. It is your sole responsibility to ensure that your system(s) and/or devices will function correctly with the Stingray360 Website’s technology. Stingray shall not be liable to you or to any third party for any loss or damages to your computers, internet modems, portable devices or other hardware.

Stingray makes no guarantee, representation or warranty that the Stingray360 Website will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Stingray disclaims any liability relating thereto. You are solely responsible for backing up your own system.

16. Indemnification
You agree to indemnify and hold Stingray, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, representatives, contractors, and licensors harmless from and against any claim, loss, liability, damages, costs and expenses arising out of or in connection with (a) your breach of this Agreement; (b) any violation by you of any law or rights of a third party; or (c) any action taken by Stingray as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred.

17. LIMITATION ON LIABILITY
STINGRAY, ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND LICENSORS, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, AND CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF USE OR LOSS OF DATA, ARISING FROM YOUR USE OF THE STINGRAY360 WEBSITE OR FROM ANY INFORMATION, CONTENT, MATERIALS MADE AVAILABLE TO YOU THROUGH THE STINGRAY360 WEBSITE, EVEN IF ADVISED OF THEIR POSSIBILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION.

18. Applicable Law
This Agreement shall be governed by the laws of Canada and the province of Ontario, without reference to rules governing choice of laws. Any actions or disputes relating to this Agreement and the Stingray360 Website shall be exclusively adjudicated in the provincial or federal courts in Montreal, Quebec, and you consent to such venue and jurisdiction.

19. Entire Agreement
This Agreement constitutes the entire understanding between you and Stingray with respect to your use of the Stingray360 Website, supersedes any prior agreements between you and Stingray, and governs your use of the Stingray360 Website.

20. Assignment
You may not assign this Agreement without Stingray’s prior written consent. Stingray may assign this Agreement at any time without notice.

21. Severability
If any provision of this Agreement is held by any court of competent jurisdiction to be illegal or unenforceable under applicable law, such provision shall be excluded from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

22. Waiver
The failure by Stingray to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of its right to subsequently exercise or enforce such right or provision or any other provision of this Agreement.

23. Changes to this Agreement
Stingray may change, revise, update or otherwise modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion. You acknowledge and agree that Stingray may impose new or additional rules, policies, terms or conditions on your use of the Stingray360 Website at any time. You hereby agree that the posting on the Stingray360 Website of a change notice or of a modified agreement is considered sufficient notice. All such changes shall take effect immediately. Your continued use of the Stingray360 Website after such changes shall be deemed to constitute your acceptance of any and all such changes. If you do not agree to abide by these new terms, do not continue to use the Stingray360 Website. It is your responsibility to regularly check the Stingray360 Website to determine if there have been changes to these terms and to review such changes.

24. Submissions and Complaints

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, complaints or other information about the Stingray360 Website that you wish to provide to Stingray shall be made through the "Contact Us" Section of the Stingray360 Website.

Date of Last Revision: April 27, 2010