This is a legal agreement (the "Agreement") between you and MusicGremlin, Inc. ("MusicGremlin") setting forth the terms that govern your use of MusicGremlin’s products and services, including, but not limited to, the MusicGremlin software, the MusicGremlin Direct subscription service, the MusicGremlin Direct permanent download service, the MusicGremlin portable player, and any other services MusicGremlin provides and that you may access either via personal computer, via the MusicGremlin portable player, or otherwise (together the "Service").

1. Minimum Age

In order to use the Service, you must be 13 years of age or older. If you are 18 years of age or older, you agree to all the terms of this Agreement in order to use the Service. If you are between 13 and 17 years old (inclusive), you must show this Agreement to your parent or legal guardian, and they must agree to all its terms on your behalf if you wish to use the Service. Whether entering into this Agreement on your own behalf or on behalf of a child in your legal care, by checking the box indicating your acceptance of this Agreement you represent that (i) you have read, you understand, and you agree to be bound by this Agreement, and (ii) you are at least 18 years of age. If you are entering into this Agreement on behalf of a minor between the ages of 13 and 17 years (inclusive), you are fully responsible for his or her use of the Service, including all financial charges and legal liability that he or she may incur.

2. Registration

To access certain features of the Service (including, but not limited to downloading music and other content using the Service) you must provide certain information, which may include, among other things, your full name, a user name, a password, your home address, a credit card number and a valid email address (your "Personal Information"). You shall provide accurate Personal Information and you agree to update your Personal Information as necessary so that it remains accurate. MusicGremlin may terminate your right to access any or all portions of the Service if it reasonably believes that any information you provide is false, inaccurate or incomplete. You agree that MusicGremlin may store and use any information you provide for use in maintaining your accounts and for use in billing fees to your credit card. MusicGremlin agrees to use your Personal Information in accordance with the MusicGremlin Privacy Policy, available for your review on this page.

You shall not allow others to use your identity or your account on the Service, including, but not limited to, your user name and password. You are solely responsible for maintaining the confidentiality and security of your account, and you shall notify MusicGremlin immediately of any unauthorized use of your user name, password or account. MusicGremlin shall not be responsible for losses that arise from the illegal, unauthorized or improper use of your identity or account, and you agree to indemnify and hold MusicGremlin and its agents, affiliates, licensees, and/or licensors harmless in the event of any such use.

3. Objectionable Material/Explicit Content.

You agree to use the Service at your sole risk, and you understand that in using the Service you may come across content that you may deem offensive, indecent, or objectionable, which content may or may not be identified as containing explicit language. MusicGremlin shall have no liability for such content to you, to any person on behalf of whom you have consented to the terms of this Agreement, or to any person whom you allow to access the Service.

Certain content on the Service may exhibit the Recording Industry Association of America ("RIAA") Parental Advisory Label or similar warning. Regardless of whether or not any particular search on the Service returns results with a Parental Advisory Label or other similar warning, the content may contain explicit lyrics, and you access it at your sole risk. Please note that content recorded before 1985 is not subject to the RIAA Parental Advisory Label or similar warning.

4. Use of the Service

The Service and any content or offers available thereon are solely for your personal, non-commercial use and are non-transferable except as otherwise expressly authorized in writing by MusicGremlin. You may not register for, access, use, or attempt to register for, access or use the Service from outside the U.S.

The Service and all software, content, or other products made available by MusicGremlin on or through the Service are protected by intellectual property laws, and your use of them is governed by this Agreement as well as any applicable end-user license agreements. The content rights holders (such as artists, record labels, and music publishers) that license content to MusicGremlin for use on the Service are intended third-party beneficiaries under this Agreement, with the right to enforce the provisions that relate to the content in which they hold rights. You understand that your use of any digital copies of songs, albums, and/or related content is subject to the Usage Rules set forth below. You may not authorize or allow any content used or obtained by you via the Service to be reproduced, modified, displayed, publicly performed, transferred, distributed or otherwise used by any other person. You agree to advise MusicGremlin promptly of any and all unauthorized uses of content on the Service.

You understand that the Service includes security software that protects digital information and permits you to use that digital information only in accordance with certain usage rules described more fully below (the “Usage Rules”). You agree that you will not reverse engineer, decompile, disassemble, or otherwise tamper with any of the security software, special rules or other content protection applications for any reason whatsoever. You agree to abide by the rules and policies established from time to time by MusicGremlin. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Service and related software, and may include, for example, required or automated updates, modifications, patches, and/or reinstallations of the software to address security, interoperability, and/or performance issues.

The Service may enable you to listen to, view, and/or read (as the case may be) music, images, video, text, and other material that may be obtained by you in digital form solely for your personal entertainment use. This material, collectively referred to as "Content", may be owned by MusicGremlin or by third parties. However, in all circumstances, you understand and acknowledge that your rights with respect to Content you obtain for use in connection with the Service will be limited by copyright law and by the Usage Rules, as described in herein. The Usage Rules approved by MusicGremlin and/or the relevant Content owner will govern your rights with respect to Content regardless of whether unauthorized rules have been associated with that Content by another party. You further agree that you will not attempt to modify the Service, the Content, or any of the Usage Rules for any reason whatsoever, including for the purpose of disguising or modifying ownership of the Content.

MusicGremlin and/or the owners of the Content may, from time to time, revise the Usage Rules or remove Content from the Service without notice.

Usage Rules related to non-subscription (“permanent”) downloads

A "Permanent Download" is a digital audio file that you purchase on the Service and which you may download once to a permitted device, which can include a personal computer or a MusicGremlin portable player (the “Permitted Devices”). You may save a Permanent Download on up to three (3) Permitted Devices by transferring it from one Permitted Device to another. You may play back a Permanent Download at any time, burn it to a CD from a Permitted Device that is a personal computer, and/or transfer it to up to three (3) compatible non-MusicGremlin portable digital audio players. It is your responsibility not to lose, destroy or damage the Permanent Downloads you have purchased, and MusicGremlin shall have no liability to you in the event of any such loss, destruction, or damage. It is strongly suggested that you always back up your Permanent Downloads so that you retain them on at least two Permitted Devices, in case they are somehow deleted or destroyed on one Permitted Device.

A "Streamed Sample" is a song, a portion of a song, or promotional video that you can play (and, if applicable, view) on the Service on a promotional basis, free of charge. You shall not attempt (or permit others' attempts) to capture, copy, or download a Streamed Sample.

You may burn each Permanent Download to a CD an unlimited number of times, however you are only permitted to burn each Permanent Download up to seven (7) times as part of any particular playlist of songs. A "playlist" is a discrete group of Permanent Downloads that are arranged together in a unique order. Once you have burned a Permanent Download to a CD, you shall not copy, distribute, or transfer the track from that CD to any other media or device.

You may transfer a Permanent Download an unlimited number of times to up to two (2) non-MusicGremlin portable digital audio players that are compatible with the Usage Rules and security requirements established by MusicGremlin and/or rights holders in Content. Once you have transferred a Permanent Download to a compatible non-MusicGremlin digital audio player, you shall not copy, distribute, or transfer it from that non-MusicGremlin digital audio player to any other media or device. You may be required to register your digital audio players with MusicGremlin.

Please note that you will only be able to burn or transfer Permanent Downloads using Microsoft Windows Media Player or Windows Explorer.

You may import certain digital files that you have obtained independent of the Service (e.g., copies of digital audio files you create by “ripping” your CDs for personal use) and play them in conjunction with the Service. MusicGremlin does not represent or guarantee that digital files obtained other than directly from the Service will successfully transfer or play. MusicGremlin is not responsible for any damage caused to your computer systems, networks, or digital audio players by digital audio files not obtained directly from the Service. Further, MusicGremlin does not purport to grant you any rights to any such digital files. Your use of such files is subject to the rights of all copyright holders and any other legal rights holders . If you violate copyright law, civil suits, fines and/or criminal charges may be brought against you. You agree to indemnify and hold MusicGremlin, its partners, agents, affiliates, licensees, and licensors harmless, for all claims resulting from your use of any content in conjunction with the Service and/or from your violation of any copyright laws by such use.

Technical problems may from time to time delay or prevent delivery of Permanent Downloads and other content to you even though you have ordered it. Your sole remedy with respect to Permanent Downloads and any other content that are not delivered once ordered by you from the Service will be either (i) replacement of such Permanent Downloads or other content, or (ii) refund of the price paid for such Permanent Downloads or other content, at MusicGremlin's sole discretion.

Additional Usage Rules related to subscription downloads

MusicGremlin may offer certain features that are available only to subscribers to the MusicGremlin Direct subscription service, as described below (the “Subscription Service”). Use of the Subscription Service is subject, in addition to all the other terms of this Agreement, to the provisions below. The Subscription Service is available for you to subscribe to, subject to fees charged on a recurring basis for your continued access to it. The Subscription Service has two tiers: a “standard” tier enabling you to download content and play it back only on personal computers; and a “Direct-To-Device" tier that allows you to (i) download and play content on personal computers and MusicGremlin portable players, and (ii) transfer content to, and play content on, personal computers, MusicGremlin portable players, and compatible non-MusicGremlin portable digital audio players.

A "Stream" is content that you play directly from the Service while you are connected to the Service via the Internet. You may play as many Streams as you like while your subscription is current. You may not attempt (or permit others) to capture, copy, or download a Stream. MusicGremlin will count the number of Streams you play for royalty accounting and analysis purposes.

A "Subscription Download" is an audio file that you may save to a personal computer and play back repeatedly as long as your subscription remains current. You may request an unlimited number of Subscription Downloads while your subscription remains current. You may copy each Subscription Download to up to two (2) additional personal computers that you own (i.e., a total of 3 copies). MusicGremlin automatically renews your rights to play your Subscription Downloads at the beginning of each 30-day period while your subscription remains current, therefore you must log on to the Service at least once every 30 days so that MusicGremlin can renew your rights for the Subscription Downloads. MusicGremlin may count the number of times that you play a Subscription Download for royalty accounting and analysis purposes.

If you opt for the Direct To Device tier of the Subscription Service, you will be able to download and transfer your Subscription Downloads an unlimited amount of times to three (3) Permitted Devices, and transfer your Subscription Downloads to up to a maximum of three (3) compatible non-MusicGremlin portable digital audio players for as long as your Direct To Device subscription remains current. MusicGremlin will count the Subscription Downloads that you transfer and the number of times that you play them on any devices for royalty accounting and analysis purposes. MusicGremlin automatically renews your rights to play Direct To Device Subscription Downloads stored on your devices at the beginning of each 30-day period, therefore to continue to be able to play such Subscription Downloads on your devices, you must log in on your Permitted Devices and dock any portable digital audio player (i.e., connect to your personal computer) and log onto MusicGremlin once every 30 days.

By joining either tier of the Subscription Service registration, you authorize MusicGremlin to charge the applicable recurring subscription fees to your credit card. Monthly subscribers are billed on a 30-day cycle, which begins upon your joining the Subscription Service and ends after 30 days. Should you opt for the Direct To Device tier while you are already a subscriber to the standard tier, your monthly fee for that period (or annual fee if applicable) will be increased on a pro-rata basis. If you are a Direct To Device subscriber and you wish to change to the standard Subscription Service tier, you will be charged at your existing rate until the end of the current 30-day cycle.

If you subscribe to the Service with an installment billing option (e.g., 1 year subscription billed monthly), MusicGremlin will charge your credit card each applicable installment without further advance notice. If MusicGremlin is unable to charge your credit card for an installment, MusicGremlin may, at its sole discretion and without prior notice: (i) immediately suspend or terminate your MusicGremlin account, (ii) seek collection of the outstanding amount owed, and/or (iii) seek legal action against you for breach of this Agreement.

MusicGremlin may require you to provide your credit card information to register for a free trial offer. In that event, you agree that MusicGremlin may obtain pre-authorization for the fee amount that you will be charged if you complete the free trial and become a paid subscriber. This pre-authorization is not an actual charge until you become a paid subscriber, and MusicGremlin is not responsible for any overdraft fee or other action by your financial institutions that may occur because of it.

All Subscription Service rates are subject to change on a prospective basis upon notice from MusicGremlin. If you do not accept the new rates, you should terminate your subscription immediately.

You can cancel your subscription or change tiers by written notice to MusicGremlin. If you cancel your subscription, MusicGremlin will not refund any remaining portion of your subscription fees. Cancellation will take effect at the end of the billing period during which you deliver notice to MusicGremlin. If you are joining MusicGremlin under a subscription plan of longer than 30 days, you cannot cancel your MusicGremlin subscription prior to the end of the term of the applicable subscription plan, and you will be responsible for all subscription fees to the end of the plan term.

In the event that changes are made to these terms and conditions that you do not accept, your sole remedy is to terminate your subscription.

All rights not expressly granted to you in this Agreement are reserved to MusicGremlin and/or its licensors.

5. User Messages and Other Communication

The Service may offer features that allow you to exchange messages and other information with other users of the Service. MusicGremlin may, but is not obliged to, restrict your use of such messages, and monitor any activity in relation to such messages, or restrict access by other users to your messages. MusicGremlin assumes no responsibility nor liability for any content, materials, messages and the like that you or any other user sends, receives, posts, or views using the Service. You agree to indemnify and hold MusicGremlin, its partners, agents, affiliates, licensees, and licensors harmless, from and against any and all claims resulting from content, messages, materials and the like that you send, receive, post or view using the Service.

The Service may offer features that allow users to see (i) when you are connected to the Service, (ii) when you are using your MusicGremlin portable player within ad-hoc Wi-Fi range, (iii) what music you are playing, and (iv) what music you have in your collection and/or on your MusicGremlin portable player, among other things. These features can be disabled at your option, and if you don’t want other users to see such information of yours, you should set the privacy settings on your player and your MusicGremlin Direct account to disable sharing of this information. In any event, you agree that MusicGremlin is not liable to you for any loss or damage of any kind that may occur as a result of your use of the features and/or access by other users to your information via these features, as described in this paragraph.

You shall not use the Service to transmit, display, perform or otherwise make available any messages, content or materials (i) that are illegal, obscene, abusive, threatening, defamatory, or invasive of privacy, or that contain viruses or other computer code that may damage or interfere with the functionality of any computer systems; (ii) that are in the nature of political campaigning or commercial solicitation; or (iii) that infringe third-party rights or harm minors in any way. You shall not interfere with or disrupt the Service, any networks connected to or by the Service, or any hardware of other users. By posting messages, inputting information, or engaging in any other form of communication using the Service, you agree that MusicGremlin may copy, transmit, or display any such content to provide the Service and/or to respond to any legal requirement, claim or threat. If MusicGremlin's use of such content exploits any proprietary rights you may have in such content, you agree that MusicGremlin shall have an unrestricted, royalty-free, non-exclusive and perpetual worldwide right do so. You agree that any loss or damage of any kind that occurs as a result of the use of any messages, content or material that you upload, post, transmit, display or otherwise make available through your use of the Service is solely your responsibility.

6. Feedback and Information

Any feedback you provide to MusicGremlin site shall be deemed to be non-confidential. MusicGremlin shall be free to use such information on an unrestricted basis and at its sole discretion.

7. Billing

You agree to pay for all content and other products and services that you purchase on the Service, and MusicGremlin shall be entitled to charge your credit card for any such payment(s). MusicGremlin may, in its sole discretion, post charges to your credit card individually or may aggregate your charges with other charges incurred on the Service. The security and confidentiality of your account information is your sole responsibility and you will be liable for any charges that are incurred by any person through your account. All charges will be billed to the credit card you designate when you incur your first charge.

All prices, fees, and charges for and/or on the Service are subject to change by MusicGremlin at any time at its sole discretion. Prices quoted are inclusive of any applicable taxes, including sales tax unless otherwise noted. MusicGremlin reserves the right to change this policy at any time.

Any submissions you make for electronic purchases and/or subscription fees constitute your intent and agreement to be bound by the terms of and to pay for such purchases and/or fees. To the extent that such electronic purchases and/or fees are offered to you by a third party, you acknowledge that MusicGremlin shall not be responsible or liable to you for the products or services purchased.

8. Privacy Policy

For complete information regarding MusicGremlin's use of information collected in connection with the Service, please refer to MusicGremlin's Privacy Policy, which forms part of this Agreement by reference, and a copy of which is available at this page.

9. Intellectual Property

All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of MusicGremlin and/or its affiliates, licensors and/or licensees. You shall not copy, display or use any of these marks without prior written permission of the mark owner. The Service and related software and hardware (and any portions thereof) may be protected under patent law and may be the subject of issued patents and/or pending patent applications.

If MusicGremlin reasonably suspects or receives notice alleging that you have engaged in behavior that infringes MusicGremlin's or other's intellectual property rights, MusicGremlin may suspend or terminate your account without prior notice to you. If MusicGremlin suspends or terminates your account as herein described, it shall have no liability or responsibility to you, including for any amounts that you have previously paid.

10. Third Party Presence on the Service

MusicGremlin, its licensors, its licensees, sponsors, partners, and/or other third parties may offer advertisements or promotions via the Service. Your participation in any promotion is subject to the terms and conditions associated with that promotion. Your dealings with or participation in promotions of any third-party advertisers on or through the Service are solely between you and such advertisers. You agree that MusicGremlin shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party advertisers on the Service.

The Service may display links to third-party Web sites. MusicGremlin is not responsible for the availability of these Web sites or their content. MusicGremlin shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such Web site or the products or services available through any such Web site.

11. Modification of Service and Terms

MusicGremlin reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) from time to time with or without prior

notice to you, and without any liability to you or to any third party.

MusicGremlin reserves the right to modify this Agreement from time to time. In the event of such modification, MusicGremlin will post a copy of the amended Agreement at [www.musicgremlin.com/… ]. If you do not agree to (or cannot comply with) the Agreement as amended, your only remedy is to discontinue using the Service or, if applicable, cancel your subscription. You will be deemed to have accepted the Agreement as amended if you continue to use the Service after any amendments are posted.

12. Remedies

You understand and agree that any unauthorized use of the Service, the Content, or any related software or materials would result in irreparable injury to MusicGremlin and/or its affiliates, licensees, or licensors for which money damages would be inadequate, and in such event MusicGremlin, its affiliates, licensees, and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to obtain immediate injunctive relief against you. Nothing contained in this Agreement shall be construed to limit additional remedies available pursuant to statutory or other claims that MusicGremlin, its affiliates, licensees, and/or licensors may have.

13. Indemnity

You agree to indemnify and hold MusicGremlin and its agents, employees, officers, directors, representatives, licensors, licensees, and affiliates harmless from and against any and all claims, losses, demands, causes of action and judgments (including attorneys' fees and court costs) arising from or concerning your breach of this Agreement and your use of the Service, the content thereon, or any related software or materials, and you agree to reimburse them on demand for any losses, costs or expenses they incur as a result thereof.

14. Termination

MusicGremlin may in its sole discretion suspend your account or terminate this Agreement at any time without prior notice to you if MusicGremlin reasonably suspects you have breached any provision of this Agreement. In the event that MusicGremlin suspends your account or terminates this Agreement pursuant to this paragraph, MusicGremlin shall have no liability or responsibility to you, and will not refund any amounts that you have previously paid.

You understand and agree that termination of your account (and, if applicable, your subscription) are your sole rights and remedies with respect to any dispute with MusicGremlin.

15. Disclaimers

THE SERVICE, THE CONTENT THEREON, AND ANY RELATED SOFTWARE AND MATERIALS ARE PROVIDED "AS IS" AND WITHOUT WARRANTY BY MUSICGREMLIN OR ITS AGENTS, EMPLOYEES, AFFILIATES, LICENSEES, LICENSORS, PARTNERS AND/OR SUPPLIERS (THE "MUSICGREMLIN PARTIES"), AS APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE MUSICGREMLIN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THE MUSICGREMLIN PARTIES IN NO WAY WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE, THE CONTENT THEREON, OR ANY RELATED SOFTWARE OR MATERIALS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD ANY MUSICGREMLIN PARTY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM ACCESSING OR USING (INCLUDING ANY SOFTWARE OR SYSTEMS YOU USE TO ACCESS OR USE) THE SERVICE, THE CONTENT THEREON OR ANY RELATED SOFTWARE OR MATERIALS, INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE, NETWORKS, OR DEVICES USED TO ACCESS THE SAME . NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE MUSICGREMLIN PARTIES.

MUSICGREMLIN MAKES NO WARRANTY THAT ANY THIRD-PARTY HARDWARE OR SOFTWARE WILL BE COMPATIBLE WITH THE SERVICE, THE CONTENT THEREON, OR ANY RELATED SOFTWARE OR MATERIALS. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SYSTEMS WILL FUNCTION CORRECTLY WITH THE SERVICE, THE CONTENT THEREON, OR ANY RELATED SOFTWARE OR MATERIALS.

UNDER NO CIRCUMSTANCES SHALL ANY MUSICGREMLIN PARTY BE LIABLE FOR UNAUTHORIZED USE OF THE SERVICE, THE CONTENT THEREON, OR ANY RELATED SOFTWARE OR MATERIALS.

UNDER NO CIRCUMSTANCES SHALL ANY MUSICGREMLIN PARTY BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, THE CONTENT THEREON, OR ANY RELATED SOFTWARE OR MATERIALS, EVEN IF THE MUSICGREMLIN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE MUSICGREMLIN PARTIES SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED US$10.

16. Miscellaneous

Entire Agreement. This Agreement contains the entire understanding between you and MusicGremlin with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, dealings and negotiations relating to the subject matter hereof.

Severability. The provisions of this Agreement are severable, and the unenforceability of any provision of the Agreement will not affect the enforceability of the remainder of the Agreement. The Parties acknowledge that it is their intention that if any provision of the Agreement is determined by a court to be unenforceable as drafted, such provision should be construed in a manner designed to effectuate the purpose of that provision to the greatest extent possible under applicable law.

Rights Cumulative. Except as otherwise provided herein, the rights and remedies provided herein and all other rights and remedies available at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity. Neither asserting a right nor employing a remedy will preclude the concurrent assertion of any other right or employment of any other remedy.

No Waiver of Rights. No failure or delay in the exercise of any power or right hereunder will operate as a waiver thereof. No single or partial exercise of any right or power hereunder will operate as a waiver of such right or of any other right or power. The waiver by either party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach hereunder.

Headings. The headings inserted in this Agreement are for convenience only and are not intended to affect the meaning or interpretation of this Agreement

Dispute Resolution; Choice of Law. This Agreement and the rights and liabilities of the parties will be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law. You expressly agree that the state and federal courts in the State of New York, New York County, have exclusive jurisdiction over any claim or dispute with MusicGremlin or relating in any way to your account or your use of the Service, the content thereon, and/or any related software or materials. You expressly consent to personal jurisdiction over you in the federal and state courts in New York County in connection with any such claim or dispute, including, but not limited to, any claim involving MusicGremlin or its partners, licensees, licensors, affiliates, agents, employees, contractors, officers, directors or suppliers.