Terms and Conditions

MusicETC TERMS AND CONDITIONS
Last Updated: May 20, 2005

MusicETC^TM SUPPLIES PROPRIETARY SOFTWARE TO ITS MEMBERS THAT FACILITATES IN THE LOCATION AND DOWNLOADING OF CERTAIN DOWNLOAD CONTENT (AS DEFINED HEREINBELOW) GENERALLY AVAILABLE ON THE INTERNET. MusicETC^TM DOES NOT HOST, SHARE OR IN ANY WAY SUPPLY ANY DOWNLOAD CONTENT TO ITS MEMBERS.

Welcome to the MusicETC website located at www.MusicETC.com (the "Website"). By using and/or accessing the Website and/or the Company's service (the "Service"), you are agreeing to comply with and be bound by the following terms and conditions of service (the "Agreement") .

1. ACCEPTANCE OF AGREEMENT. This Agreement constitutes the entire agreement between you and us and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings of any kind with respect to the Website and/or Service. We may, from time to time and in our sole discretion, modify this Agreement. In such a case, we will post a copy of the amended Agreement on the Website. If you do not fully agree to the terms of any amended Agreement, your only remedy is to stop using the Website and/or cancel your MusicETC Account ("Account"). The latest Agreement will be posted on the Website, and you should review the Agreement prior to using the Website and/or Service. By your continued use of the Website and/or Service, you hereby agree to all of the terms and conditions contained within the Agreement effective at that time. Therefore, you should regularly check this page for any updates and/or changes. If you utilize the Service in a manner inconsistent with this Agreement, we may terminate your access to the Service, block your future access to the Service and/or seek any and all such additional relief available to us. Please read this Agreement and the MusicETC Privacy Policy (the "Privacy Policy") carefully before accessing the Website and/or purchasing or using the Service.

MusicETC IS ONLY AVAILABLE TO LEGAL RESIDENTS OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA , WHO ARE EIGHTEEN (18) YEARS OF AGE OR OLDER.

2. THE SERVICE.

a) The MusicETC^TM download system (the "Service") allows MusicETC^TM members ("Members") to access and download any content (including, without limitation, music files, movies, games, software and/or pictures) generally available for downloading over the Internet (collectively, the "Download Content"), through use of our proprietary Download Software. MusicETCprovides only the Service and associated Download Software and, in no way, is involved in the provision of Download Content. The Service and Download Software are made available to our Members, subject to the terms of this Agreement.

b) To obtain access to the Service, you must register and pay for Membership and install the Download Software on your personal computer. To register, you must supply certain registration data including, and without limitation, username, password, telephone number, e-mail address, date of birth, and mailing address information for billing purposes ("Registration Data"). You agree to provide accurate Registration Data and to update your Registration Data, as necessary, to maintain it in an up to date and accurate fashion. MusicETC^TM will use your Registration Data in accordance with the terms of our privacy policy ("Privacy Policy").

c) Your Membership is non-transferable. Access to, and use of, the Service is through a combination of both user name and password ("Login"). You must keep your Login strictly confidential. For security reasons, MusicETC^TM will not release passwords for any reason, other than to the applicable Members themselves, except as may be specifically required by law and/or court order. You agree that you will not authorize and/or permit others to use your Membership. MusicETC^TM shall not be responsible for any unauthorized use of your Membership. Furthermore, unauthorized access to the Website, Download Software and/or Service are a breach of this Agreement, violation of applicable law and subject to your obligations of indemnification as set forth in Section 10, hereinbelow.

3. LICENSE GRANT.

a) As a Visitor you are granted a nonexclusive, nontransferable, revocable and limited license to access and use the Website (and its associated content) in accordance with this Agreement. Members are, in addition to the right to use the Website, granted a nonexclusive, nontransferable, revocable and limited license to install and use the Download Software and Service in accordance with this Agreement.

b) If you are a Visitor, your limited license is provided solely for you to access the Website in order to obtain information related to MusicETC^TM and to apply for Membership. Visitors are not authorized to install, or attempt to install, the Download Software and/or to otherwise use the Download Software and/or Service.

c) Members may access and download Download Content through use of the Download Software. Download Content is generally available on the Internet through use of open sharing networks and computers. Download Content is owned and/or licensed by third parties and is thereby protected by applicable intellectual property rights and laws. You understand and agree that MusicETC^TM makes no representation or warranty regarding any Download Content that you may access and/or download. You agree that you are fully responsible for any and all resulting liability arising from your download, storage and/or use of Download Content.

d) Unless otherwise stated, any and all Download Software upgrades shall be subject to the terms of this license grant.

e) You may use the Website, Download Software and/or Service, as applicable, on one computer for your own personal and non-commercial use.

f) No part of the Website, Download Software, Download Content and/or Service may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Website, Download Software, Download Content and/or Service, Website content or any portion thereof, except to create one (1) copy of same for your own back-up purposes.

g) You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website and/or Service. You may not take any action that imposes an unreasonable or disproportionately large load on the MusicETC^TM infrastructure.

h) Download Content consists of copyrighted and/or other proprietary subject matter and this Agreement, and all other applicable laws, rules and regulations, govern your downloading and use of any and all Download Content.

i) A Member’s license shall automatically terminate when the Member’s subscription expires. However, MusicETC^TM may terminate any licenses granted herein at any time for any reason, or no reason whatsoever.

j) Any and all rights not expressly granted to you in this Agreement are reserved by MusicETC^TM.

4. PRICING AND BILLING OF THE SERVICE. You agree to be bound by the pricing and billing practices of the Company in effect at any given time. All charges are payable in United States currency and are exclusive of any value added tax, sales tax or other taxes, except as required by law. All charges billed by the Company will appear on your local telephone bill. However, the Company and your local telephone company are not affiliated. In connection with receiving an Account, we will immediately bill to you a flat monthly service fee of $14.95 (the "Monthly Fee"). The Monthly Fee will appear on your telephone bill as "MusicETC Services." This charge will be placed on the ILD bill page of your telephone bill, on behalf of "www.UnitedTel.com." Any and all other Service and/or feature charges associated with your Account will be billed on your local telephone bill on the ILD bill page on behalf of www.UnitedTel.com.^TM. You agree that all such fees may be automatically billed to your local telephone bill and that you are the line subscriber or are otherwise authorized to incur charges to the applicable telephone number that you supplied during Account registration. You hereby authorize the Company (or its partners and/or agents) to charge to the telephone number that you provided to the Company during Account registration all such fees on an automatic and recurring basis. You acknowledge and agree that the Company will not need to obtain any additional authorization from you for this recurring billing to continue. We reserve the right to change our pricing and/or billing practices whenever necessary, in our sole discretion. If we deem the change to be material, we will make reasonable efforts, such as sending you an e-mail or posting at the Website, to notify you of such change. Failure to use the Service does not constitute a basis for refusing to pay any of the monthly charges. So long as your Account is open, you will be billed, and you will pay, all applicable charges. You may use the Service only for so long as you remain a customer in good standing. You are responsible for all use of your Account. You continue to be responsible to the Company for any and all charges resulting from the use of your Account, even after your Account is terminated.

5. COMPLETION OF COMPANY QUESTIONAIRES, SURVEYS AND REGISTRATION FORMS. In exchange for the Company providing MusicETC Services, you agree to provide us with accurate and complete information that we may request, from time to time, through questionnaires, surveys and/or registration forms.

6. REGISTRATION/ACCOUNT . To obtain an Account and become a Member, you must first submit your registration application to us for approval. The Company reserves the right, in its sole discretion, to deny an Account to anyone and for any reason, whatsoever. In addition, the Company retains the right to discontinue providing the Service to any Member for any reason or no reason. If we deny you an Account, you are ineligible for any Promotion, as defined in Section 27, hereinbelow. The registration data that you must supply to obtain an Account includes, without limitation, your full name, e-mail address, mailing address, telephone number, password, a personal identification number ("PIN") and payment-related information for billing purposes (collectively, "Registration Data"). You agree to provide true, accurate, current and complete Registration Data and to update your Registration Data as necessary to maintain it in an up to date and accurate fashion. You must have the authority to incur charges to a local telephone bill to obtain an Account. We will verify and approve all Accounts in accordance with our standard verification procedures. If you are approved for an Account, we will notify you of same via e-mail (the "Confirmation E-mail"). The Confirmation E-mail will contain, without limitation, complete instructions relating to your use of the Service, termination instructions, customer service contact information and redemption instructions for any applicable Promotions, as defined hereinbelow. This Confirmation E-mail will be sent to the e-mail address that you supplied in your Registration Data. In addition, the Confirmation E-mail will contain your username and password (collectively, the "Login"). You must keep this Login strictly confidential. For security reasons, the Company will not release a PIN for any reason, other than to the applicable Member, except as may be specifically required by law or court order. You agree that you will not authorize and/or permit others to use your Account and we shall not be responsible for any unauthorized use of your Account. Please be advised that you are solely responsible for all activities that occur with respect to your Login. Furthermore, unauthorized use of the Service is a breach of this Agreement, a violation of applicable law and subject to your obligations of indemnification as set forth in Section 20 hereinbelow. Although the Company has no obligations arising therefrom, you agree to immediately notify us of any unauthorized use of your Login and/or Account.

7. MEMBERS REPRESENTATIONS AND WARRANTIES.

a) As a Member, you represent, warrant and agree that you will:

i) obtain and pay for any and all necessary rights, consents, authorizations, commissions, royalties and/or licenses for any Download Content that you obtain through use of the Download Software and Service;

ii) not use the Download Software and/or Service to transmit or communicate any data that is unlawful, threatening, abusive, harassing, defamatory, vulgar, harmful to minors, harmful in general, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

iii) not impersonate any person or entity, or falsely state, or otherwise misrepresent, your affiliation with a person or entity;

iv) not forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other Members;

v) not transmit, access and/or download any data that infringes upon any patent, trademark, trade secret, copyright or other proprietary rights of any third party;

vi) not transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy and/or limit the functionality of any computer software, hardware or telecommunications equipment;

vii) not intentionally, or unintentionally, violate any applicable local, state, federal or international laws, rules or regulations including, but not limited to, any and all foreign export laws;

viii) not modify, delete or damage any information contained on the personal computer of any other Member;

ix) not "stalk" or otherwise harass another Member; and

x) not collect or store personal data related to other Members.

8. PROPRIETARY RIGHTS. The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Website, Download Software and Service are protected under applicable copyright, trademark and other proprietary (including, without limitation, intellectual property) rights. The copying, redistribution and/or publication by you of any part of the Website, Download Software and/or Service is strictly prohibited. You do not acquire any ownership rights to any Download Content and/or other materials downloaded and/or viewed at or through the Website, Download Software and/or Service. The availability of Download Software, information and/or material at the Website and/or through the Service by MusicETC^TM does not constitute a waiver of any rights therein.

9. USE. After you purchase your Account, you may use the Service to download music and files. During the application process, you must provide a telephone number that will be associated with your Account. All charges for the Service will be charged to your local telephone bill for the telephone number that you provide. Your Account is not transferable in any way and may not be assigned to any third-party. You are responsible for all use of your Account and for the security of the: a) associated login identification; b) password and any security lock code that you may use to protect access to your data; c) MusicETC personal profile associated with your Account; and d) information that you disseminate through use of MusicETC Services. You may not initiate more than one login session at any given time, even if you maintain more than one Account. You agree to take no actions that impose an unreasonable or disproportionately large load on the resources of the Company (as determined solely by the Company in light of the load imposed by other Members).

10. BYPASSING OR DISABLING ANY PORTION OF MusicETC SERVICES. You will be in violation of this Agreement, and we may suspend or terminate your Account and/or your use of MusicETC Services without notice, if you bypass or disable, or attempt to bypass or disable,: a) any portion of MusicETC Services; b) the operation of any other Company system; or c) the Company's ability to bill you in any manner whatsoever. Termination of your Account and/or access to MusicETC Services will not excuse you from any criminal or other civil liabilities that may result from your actions. If your Account is terminated for any reason, you will be unable to access your MusicETC account.

11. ACCESSING MusicETC SERVICES. You are responsible for obtaining and maintaining, at your own cost and expense, communications services (including long distance and/or local telephone services) necessary to access MusicETC Services and for ensuring that such equipment and services are, and remain, compatible with the Company's system requirements.

12. NO RESALE OF MusicETC SERVICES. MusicETC Services are provided exclusively for the personal use of registered users and may not be copied, resold, leased, transferred, exchanged and/or bartered.

13. TRANSMISSION AND RECEIPT OF CONTENT. The Company exercises no control over the content or information passing through its network or equipment. Disputes may arise between you and others or between you and the Company related to such content or information. Such disputes could involve, among other things: a) the infringement of copyrights, trademarks or other intellectual property rights; b) defamation; c) fraud; and/or d) the use or misuse of information. You agree that all claims, disputes and/or liability that result from, or which are in any way related to, the content or information that you transmit, re-transmit or receive through MusicETC Services, network and/or equipment are your sole and exclusive responsibility.

14. CANCELLATION,REFUNDS AND TERMINATION. You agree that the Company, in its sole discretion, may terminate your Account (or any part thereof) for any reason whatsoever, including, without limitation: (a) if we believe that you are in breach of the Agreement; (b) if you provide incomplete, inaccurate or untrue Registration Data to us; or (c) if we decide to discontinue offering the Service. You may cancel your Account at any time. Upon cancellation, you shall have no further right to use the Service and we will have no obligations. You understand and agree that cancellation of your Account is your sole right and remedy with respect to any dispute with us and you will not be entitled to any refund for any reason, whatsoever (See Section 13 below for exceptions). This includes, but is not limited to, any dispute regarding the MusicETC Services, this Agreement and the enforcement or interpretation of this Agreement, the Company's policies and practices including the Privacy Policy, your ability to access the MusicETC Services, the content available through the MusicETC Services and any and all matters relating to billing. Additional information about canceling your Account may be found at our website. Upon any termination and/or cancellation of the Service and/or your Account, your license grant as set forth herein shall immediately terminate. You can cancel your Account at any time by calling customer service at 1-877-547-0869, by delivering written notice to the Company via U.S. Mail to:

www.MusicETC.com
235 Westlake Center #324 Daly City, CA 94015

or by facsimile to (888) 275-6118, attention: MusicETC Customer Service Department. The Company reserves the right to collect any and all fees, charges and/or costs incurred on your account prior to the cancellation of your Account.

16. PREPAID ACCOUNTS. With respect to Prepaid Accounts, you may cancel a Prepaid Account at any time (for purposes of this Agreement, a Prepaid Account is defined as an Account that is prepaid for a time period greater than one month). If you cancel a Prepaid Account, you are not entitled to the refund of any prepaid amounts. Notwithstanding the foregoing, as a Prepaid Account holder, you may receive a partial refund if: a) we decide to terminate your Account for any reason other than your breach of this Agreement and/or your misconduct; or b) we make a material change to MusicETC Services that adversely impacts upon you and you decide to subsequently cancel your Prepaid Account within thirty (30) days of such material change. In such case, your sole and exclusive remedy will be limited to the partial refund for amounts prepaid, calculated on a pro-rata basis.

17. RESCISSION PERIOD. If you cancel your Account within seventy-two (72) hours from the date and time displayed on your Confirmation E-mail (the "Rescission Period"), no charges will be billed to your telephone bill, and your Account will be terminated. Furthermore, cancellation within seventy-two (72) hours may affect your eligibility to receive a Promotion, as defined hereinbelow.

18. LICENSE GRANT. As a visitor to the Website and/or Member of the Service, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Website (and its associated content) and/or the Service, respectively, in accordance with this Agreement. We may terminate this license at any time for any reason, whatsoever. You may use the Website on one computer for your own personal, non-commercial use. No part of the Website and/or Service may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Website and/or Service, Website content or any portion thereof. The Company reserves any rights not explicitly granted in this Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website and/or Service. You may not take any action that imposes an unreasonable or disproportionately large load on the Company infrastructure. As a Website visitor, your license is provided solely for access to the Website in order to obtain information about the Service and to register for an Account. Website visitors are not authorized to access any content and/or data available to Members.

19. PROPRIETARY RIGHTS. The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Website and/or Service is protected under applicable copyrights, trademarks and other proprietary (including, without limitation, intellectual property) rights. The copying, redistribution and/or publication by you of any part of the Website and/or Service is strictly prohibited. You do not acquire ownership rights to any content, document, software, services and/or other materials downloaded, previewed and/or viewed at or through the Website and/or Service. The posting of information and/or material at the Website and/or Service by the Company does not constitute a waiver of any right in such information and/or materials.

20. PRIVACY POLICY. Use of the Website and/or Service is subject to our Privacy Policy, which is hereby incorporated into, and made part of, this Agreement. We reserve the right, and you authorize us, to use and assign all information regarding your Website and/or Service use and any and all other personal information provided by you in any manner consistent with our Privacy Policy. To view our Privacy Policy, click here.

21. DISCLAIMER OF WARRANTIES. THE WEBSITE AND/OR SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PUSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, THE COMPANY MAKES NO WARRANTY THAT: (A) THE WEBSITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS: (B) THE WEBSITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH OR FROM THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE WEBSITE AND/OR SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING TELECOMMUNICATIONS SERVICE AND/OR THE MUSIC DOWNLOADING PRODUCT.

22. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW. YOUR SOLE REMEDY UNDER THIS AGREEMENT IS THE CANCELLATION OF YOUR ACCOUNT. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF THE COMPANY TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE EQUAL TO THE AMOUNTS YOU PAID, IF ANY, FOR THE SERVICE IN THE SINGLE MONTH PRIOR TO THE DATE THAT THE CAUSE OF ACTION ACCRUED. YOU HEREBY RELEASE THE COMPANY FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS SET FORTH IN THIS SECTION 19. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THIS WEBSITE AND/OR SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

23. INDEMNIFICATION. You agree to indemnify and hold the Company, its parents, subsidiaries and affiliates, and each of their respective members, officers, directors, employees, agents, co-branders and/or other partners, harmless from any and all claims, expenses (including reasonable attorneys' fees, costs and settlement costs), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Website and/or Service; (b) your breach of this Agreement; and/or (c) your violation of any rights of another Member, individual and/or entity. The provisions of this paragraph are for the benefit of the Company and its parent, subsidiaries and/or affiliates, and each of their respective officers, directors, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

24. THIRD-PARTY WEBSITES. The Website may provide, and/or third parties may provide, links to other Internet websites and/or resources. Because the Company has no control over such third party websites and/or resources, you hereby acknowledge and agree that the Company is not responsible for the availability of such third party websites and/or resources. Furthermore, the Company does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, products, services and/or other materials at or available from such third party websites or resources, or for any damages and/or losses arising therefrom.

25. INJUNCTIVE RELIEF. You agree that any unauthorized use of the Website and/or Service would result in irreparable injury to us for which money damages would be inadequate. In such event, we shall have the right, in addition to other remedies available to us pursuant to this Agreement, to immediate injunctive relief against you and/or any unauthorized user. Nothing contained in this Agreement shall be construed to limit remedies available pursuant to statutory, or other claims that we may have under separate legal, authority.

26. LEGAL WARNING. Any attempt by any individual, whether or not a MusicETC^TM Services Member, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of this Website and/or Service, is a violation of criminal and civil law and the Company will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

27. EQUIPMENT. You shall be responsible for obtaining and maintaining all telephone and computer hardware, and any and all other equipment needed for access to, and use of, the Website and/or Service, and all charges related thereto.

28. COMPANY'S RIGHTS. The Company reserves the right, in its sole discretion, to deny any application to purchase an Account. The Company further reserves the right, in its sole discretion, to suspend and/or cancel your Account at any time without notice to you including, but not limited to, cases where the Company suspects any fraudulent use of your Account. If the Company suspends and/or terminates your Account, you will not be entitled to a refund of any amounts paid to, or billed by, the Company.

29. MISCELLANEOUS.

a) This Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the terms and conditions of this Agreement, or the breach of same by either party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York City, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration.

b) Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

c) To the extent that anything in or associated with the Website, Download Software and/or Service are in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

d) Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

e) MusicETC^TM and you are independent entities, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on MusicETC^TM’ behalf.

30. FORCE MAJEURE. You agree that MusicETC^TM will not be liable, or be considered to be in breach of this Agreement, on account of our delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond our reasonable control and that we are unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, we will give you notice and will use commercially reasonable efforts to minimize the impact of any such event.

31. TERMS FOR PROMOTION. By purchasing your Account, you may be eligible to receive a promotion available to new subscribers (the "Promotion"). The Company must confirm such eligibility prior to distributing any Promotion. Any and all decisions regarding eligibility for a Promotion are made in the Company's sole discretion. In addition, further restrictions and qualifications may apply to certain Promotions and the Company explicitly reserves the right to change the terms of, or discontinue, a Promotion at anytime without notice to you.

ACKNOWLEDGEMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ AND FULLY UNDERSTAND THIS AGREEMENT AND THAT BY USING THE WEBSITE AND/OR PURCHASING, OR ATTEMPTING TO PURCHASE, A SERVICE ACCOUNT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO.

AUTHORIZATION

BY PURCHASING, OR ATTEMPTING TO PURCHASE, A MusicETC ACCOUNT, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND ARE AUTHORIZED TO INCUR CHARGES ON THE TELEPHONE ACCOUNT SUPPLIED AS A PART OF YOUR APPLICATION TO PURCHASE SERVICE. BY SUBMITTING YOUR ELECTRONIC SIGNATURE, YOU UNDERSTAND THAT YOU ARE SUPPLYING YOUR AUTHORIZATION FOR THE COMPANY TO PROVIDE AND BILL THE SERVICE TO YOU ACCORDING TO THE TERMS AND CONDITIONS CONTAINED HEREIN. ONCE SUBMITTED BY YOU, THIS ELECTRONIC ORDER CONSTITUTES A VALID AND BINDING ELECTRONIC LETTER OF AGENCY PURSUANT TO THE UNIFORM ELECTRONIC TRANSACTIONS ACT ("UETA") AND THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL TRANSACTIONS ACT ("E-SIGN").

32. CUSTOMER SERVICE. You may reach a MusicETC^TM customer service representative through our support site: www.UnitedTel.com or by calling us toll free 1-877-547-0869.

33. REFUND POLICY.

In order to request a refund you must call our toll-free support center 1-877-547-0869 and request a refund.

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