THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOUAND STADIUM-ARCADIUM.COM, WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED 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 ACCESSING THE SERVICE, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING TO BECOME A PARTY 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 13 YEARS OF AGE OR OLDER. IF YOU ARE NOT YET 13 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 Service 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 any other terms of use applicable to other Stadium-Arcadium.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. ACCESS TO THE SERVICE

Subject to certain limitations as described herein, you are granted the right to access our audio, audio-visual, video, text and software content (collectively, "Content") under certain terms and conditions as set forth in this Agreement. 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 access the digital Content files. Download and use of software content may be subject to an additional license agreement. You must be at least 13 years of age to access the Content. Certain areas and functions of the Service require registration, while other areas and functions do not.

2. 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 registered for 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 Service 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 of your 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 Service 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. A person who completes the registration process for the Service is sometimes referred to herein as a “Registered User”.

3. STADIUM-ARCADIUM.COM PRIVACY POLICY

Stadium-Arcadium.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 collection and use of your personally identifiable information in connection with your use of the Service. Our Privacy Policy is set forth here.

4. USER RESTRICTIONS

4.1 Stadium-Arcadium.com will make reasonable efforts to keep the Service operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of Stadium-Arcadium.com may, from time to time, result in temporary service interruptions. Stadium-Arcadium.com 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 Stadium-Arcadium.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.

4.2 By using 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 agree that you will not duplicate or otherwise reproduce the Content, or any portion thereof, onto any physical medium, memory or device now known or hereinafter devised.

4.3 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: (x) 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; (y) act in a way that affects or reflects negatively on us, the Service, or anyone else; (z) 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 to your use of the Service.

4.4 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 we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

4.5 In some cases, Stadium-Arcadium.com derives its rights to use the Content offered on the Service from third party content owners ("Content Providers") for fixed periods of time. As well, Stadium-Arcadium.com is sometimes required to remove certain Content from the Service for legal reasons. Therefore, certain Content offered or advertised by Stadium-Arcadium.com may not be available when you try to access it, and not all Content is available in all countries or territories.

4.6 You acknowledge and agree to the essential condition that the Content is provided "As Is". Therefore, you are aware and agree that the Content might not be suitable for your purposes or satisfy your expectations or requirements with respect to it. You also acknowledge and agree that the Content could contain errors or other harmful components. Therefore, we recommend that prior to accessing the Content, you ensure, at your cost, that the Content will suit your requirements and needs and will not have any negative impact on your computer and/or your media player system.

5. TERMINATION

5.1 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 any way, and it will not limit any other rights or remedies which are available to us. Without limitation of any other provisions hereof regarding termination, we reserve the right to terminate your use of the Service, without cause, upon reasonable notice.

5.2 You may terminate this Agreement by ceasing to use Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service.

5.3 Termination of this Agreement shall not relieve you of any obligations to pay accrued charges.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 The Content available through the Service is the property of Stadium-Arcadium.com or its Content Providers and is protected by copyright and other intellectual property laws. Content received through the Service may be accessed for your personal, non-commercial use only.

6.2 You acknowledge that Stadium-Arcadium.com retains exclusive ownership of the Service and all intellectual property rights associated therewith. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions. 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 the Content, and Stadium-Arcadium.com reserves all rights not expressly granted hereunder. You may not copy, reproduce, transfer or access (except as expressly authorized by this Agreement), re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, redistribute, modify, create derivative works from, capture or store in any physical media, market, rent, sell, lease, sublicense, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Service or any related software. You shall promptly notify Stadium-Arcadium.com upon your discovery of any unauthorized use or infringement of the Service or the Content or Stadium-Arcadium.com’s patent, copyright, trade secret, trademarks or other intellectual property rights. Except as expressly provided for herein, any copy or use of any portion of the Service shall constitute an act of copyright infringement and a breach of this Agreement. Furthermore, Stadium-Arcadium.com may in its sole discretion pursue any other available rights or remedies at law or in equity for a violation of this Agreement or such copyright infringement.

6.3 We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please refer to our DMCA Information. Registered Users also further agree to provide accurate and complete information in connection with your submission or posting of any Materials on the Service. “Materials” includes, without limitation, reviews, videos, articles, audio files and any other content whether copyrightable or not.

6.5 By transmitting, submitting and/or posting any Materials to the Service, you grant to Stadium-Arcadium.com a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, distribute, display, reproduce, transmit, modify, edit, and otherwise exploit such Materials, in all media now known or later developed. The foregoing grant shall include the right to exploit any proprietary rights in such Materials, including, without limitation, any intellectual property laws under any relevant jurisdiction, and shall constitute a waiver of any rights, ''moral rights,'' or any similar rights under any jurisdiction.

6.6 Stadium-Arcadium.com reserves the right not to post or publish any Materials, and to delete, remove or edit any Materials, at any time in its sole discretion without notice or liability.

6.7 Stadium-Arcadium.com has the right, but not the obligation, to monitor any information and materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Stadium-Arcadium.com in its sole discretion deems appropriate.

6.8 You may not: (i) frame or link to Stadium-Arcadium.com except as expressly by Stadium-Arcadium.com; (ii) use any data mining, robots, or similar data gathering and/or extraction tools in connection with the Service; (iii) use the Service in conjunction with any device or service designed to circumvent, avoid, bypass, remove, deactivate, impair, or otherwise defeat, technological measures that control access to, or the rights in, a work protected by the copyright laws of any jurisdiction; (iv) use the Service to invade the privacy of, or obtain personal information about, any other Stadium-Arcadium.com Account holder or user, or to obtain a list of Stadium-Arcadium.com Account holders or users; (v) use the Service to violate any legal right of any third party, including any Content Provider or any publicity or privacy right, copyright or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable.

6.9 The Stadium-Arcadium.com logos and other trademarks on the site are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by Stadium-Arcadium.com and may not be reproduced, copied, or manipulated in any manner without the express approval of the trademark owner.

7. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF AND ACCESS 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 STADIUM-ARCADIUM.COM SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICE 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.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER STADIUM-ARCADIUM.COM, ITS CONTENT PROVIDERS, 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 STADIUM-ARCADIUM.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.

9. 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 or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, 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, in our discretion, 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.

10. CHOICE OF LAW AND CONSENT TO JURISDICTION

The Service is created, operated and controlled by Stadium-Arcadium.com in the United Kingdom. The laws of the United Kingdom will govern this Agreement without giving effect to any principles or conflicts of laws.

11. OBJECTIONABLE MATERIAL

You understand that by using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Service at your sole risk and that Stadium-Arcadium.com shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content descriptions are provided for convenience, and you acknowledge and agree that Stadium-Arcadium.com does not guarantee their accuracy.

12. PUBLIC COMMUNICATION

(a) We expect you to use only language appropriate for general conversation, with no insulting, racist, obscene or sexually explicit remarks; and

(b) You are solely responsible for the content of any transmissions you make to the Service or any materials you add to the Service (the ''Communications''). You shall not upload to, or distribute to, or otherwise publish through the Service any Communication which;

(i) is for commercial purposes or otherwise advertises or solicits for the sale of goods or services other than for Stadium-Arcadium.com goods and/or Stadium-Arcadium.com services;

(ii) constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

(iii) is obscene, indecent, pornographic, profane, sexually explicit, or abusive;

(iv) constitutes or contains false or misleading indications of origin or statements of fact;

(v) slanders, libels or defames any person or entity;

(vi) causes injury of any kind to any person or entity;

(vii) infringes or violates the intellectual property rights, contract rights, or any other rights of any third party;

(viii) violates any applicable laws, rules, or regulations; or

(ix) contains software viruses or any other malicious code designed to interrupt, damage, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.

(c) Furthermore, you acknowledge that conduct prohibited in connection with the Service includes, but is not limited to, impersonation of other people and breaching or attempting to breach the security of the Service. Stadium-Arcadium.com and its affiliates do not endorse or accept any Communications as its own or representative of its views. We reserve the right, though we do not have the obligation, to remove without notice any posting that we consider to be in violation of this Agreement, or to diminish the value of this online community. This includes postings which defame, insult or harass anyone, or that are in any way abusive.

(d) You acknowledge and agree that any communications made to or by means of any portion of the Service are public. You acknowledge that (i) you have no expectation of privacy in any Communication, and (ii) no confidential, fiduciary, contractually implied or other relationship is created between you and Stadium-Arcadium.com by reason of your transmitting a communication to any area of the Service.

13. INFORMATION PROVIDED

You acknowledge that any reliance upon any advice, opinion, statement, or other information displayed or distributed through the Service is at your sole risk. Stadium-Arcadium.com reserves the right, in its sole discretion and without notice, to correct any errors or omissions in any portion of the Service, or to deny access to the Service to anyone at any time. You acknowledge and agree that Stadium-Arcadium.com is not responsible for any materials posted by users of the Service. Prior to making any decisions based on information posted on the Service, you are advised to verify the information. Stadium-Arcadium.com shall not have any liability arising from your acts or decisions based upon the information provided on the Service.

14. LINKS TO OTHER SITES

The Service may contain links and pointers to other sites on the Internet that may be maintained by third parties. Such links do not constitute an endorsement by Stadium-Arcadium.com any third-party Service or any materials contained therein. Stadium-Arcadium.com does not control, and is not responsible for, the availability, accuracy, or currency of such third-party sites or any information, content, products or services accessible from such third-party sites.

15. OTHER IMPORTANT PROVISIONS

15.1 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 16.

15.2 You shall not use the Service in any manner contrary to local, state or federal law. Stadium-Arcadium.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 of your failure to comply with any such local, state or federal law.

15.3 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.

15.4 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.

15.5 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.

15.6 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 from inception.

15.7 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.

15.8 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) and you hereby waive any longer statute of limitations that may be permitted by law.

15.9 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.

16. CHANGES OR MODIFICATIONS

We may change or modify this Agreement without notice or liability to you. Your continued use of the Service shall serve as your consent to any change or modification hereto.