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MOONSTRUCKRECORDS.COM

SERVICE TERMS AND CONDITIONS AND PRIVACY POLICY

1.0 GENERALLY.

MR provides its Services and the Content to you, subject to the Agreement. MR may change, amend and/or update the Agreement from time to time without direct notice to you. Each time you visit the Site you agree to and continue to be bound by the then current version of the Agreement and other terms and conditions posted on the Site and/or as a component of the Services. You can always review and print out a copy of the most current version of the Agreement by clicking on the “Service Terms and Conditions/Privacy Policy” link in the bottom of any page on the Site.

2.0 DESCRIPTION OF SERVICES.

MR is an online service delivered via the Internet that provides users with the ability to purchase compilation and other CDs offered by or through MR (individually and collectively the “CDs”), the ability to listen to, via streaming media, short audio clips of the CDs, access MR’s newsletters and customized CD track play lists and accompanying and/or affiliated , sounds, photographs, data, text, software, graphics, videos, and other types of audio and audiovisual recordings and other materials of any kind or nature now or later contemplated, in whole and in part (individually and collectively the “Content”) through its network of properties and affiliates as available through or on the Site (in whole and in part, the “Services”). By purchasing, subscribing to or accessing any of the Content or Services, you are representing and warranting to MR that you are over the age of 18 years years old, authorized to use the credit card you submit for payment for same, and that you reside in the United States. MR reserves the right, at any time, in its sole discretion, without notice to you to: change, modify, augment, enhance, amend and/or update the Content and/or Services (sometimes collectively referred to for convenience as the “Property”) and/or restrict access to, suspend and/or discontinue the Property. You understand and agree that the Property is provided “AS-IS” and that MR makes no claims, guarantees or warranties of any kind or nature, now or later contemplated, express or implied, in regard to the accuracy or completeness of any Property and cannot accept any responsibility for any errors or omissions and/or for any liability resulting from the use or misuse of any Property, including, but not limited to, the timeliness, deletion, mis- delivery or failure to store any user information, communications or personalized settings. Moreover, MR reserves the right, in its sole discretion, to refuse and/or delete any material of any kind or nature not in keeping with the professional standards and/or which MR believes in its sole discretion may constitute a violation of any right(s) of any third party.

2.1

Further, MR makes no claims, guarantees or warranties of any kind or nature, express or implied, now or later contemplated, in regard to the legality or decency of any materials contained within any websites which at any time may be linked to the Site, and all such links are accessed at your risk;

2.2

MR has taken reasonable measures to ensure the accuracy of all of the Property appearing on or accessible through the Site. MR invites you to bring to MR’s attention any information you believe to be inaccurate. Please respond to info@moonstruckrecords.com along with a detailed explanation of your beliefs in this regard;

2.3

You must provide and are solely responsible for all equipment necessary for you to access the Site.

3.0 YOUR MEMBERSHIP OBLIGATIONS.

As an express condition to your use of the Site and Content, you agree to: (a) provide true, accurate, current and complete information about yourself (individually and collectively the “Registration Data”) as prompted by the Site’s registration form (the “Form”) and (b) maintain and promptly update the Registration Data to always keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or MR has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MR has the right to suspend or terminate at any time, without notice to you, your ability to use and/or access the Site.

4.0 MR PRIVACY POLICY.

Registration Data and certain other information about you is subject to our privacy policy, which MR may change, amend and/or update in its sole discretion from time to time without notice to you (in whole and in part “the Privacy Policy”). You understand and agree that the Privacy Policy is part of the Agreement as fully stated in section 1.0 above. The Privacy Policy appears in section 16.0, below. You can always review, print out, and/or download a copy of the most current version of the Privacy Policy by printing out and/or downloading the most current version of this Agreement as explained in paragraph 1.0 above.

5.0 GRANT OF LICENSE.

Subject to the terms and conditions of this Agreement, MR hereby grants to you a limited, non-exclusive, personal, non- transferable, non-commercial license (“License”) to use the Content for which you are paying MR the subscription fees and/or other monies set forth in the Form solely for the following limited purposes:

5.1

Unlimited access to the CD track play lists created and/or designed by and/or on behalf of MR, comprised in whole or in part of individual tracks from the CDs; unlimited access to newsletters and other information and data on and/or through the Site, created and/or provided by and/or on behalf of MR; and, the unlimited right to listen to audio portions chosen by MR in its sole discretion of some or all of the CDs, in whole or in part, only via a public performance by means of an Internet transmission that is substantially contemporaneous with the audible rendering of same using technology that is not designed to result in a reproduction of same on your or another Person’s personal computer or any other device that would be usable without a simultaneous active connection to the digital transmission source after the cessation of the transmission (“stream,“ “streaming,” or similar words).

5.2

Any and all rights, titles, and interests of any kind or nature now or later contemplated in the Property not specifically granted to you per a Form and this Agreement are expressly reserved to MR. Without limitation, you may not under any circumstances;

5.2.1.

Upload, transmit or otherwise make available any Content that you do not have a right to so upload, transmit or make available under applicable law, contract, or fiduciary relationship;

5.2.2

In any manner and/or by any act or omission interfere with or disrupt the Site, servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

5.2.3

Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;

5.2.4

Reproduce, duplicate, copy, sell, rent, lease, transfer, assign, broadcast, exhibit, distribute, display, alter, create derivative works from, or otherwise exploit in any manner for any purpose, any Content except as may be expressly provided for herein.

6.0 RESTRICTIONS ON USE.

Notwithstanding anything to the contrary in this Agreement, you shall not under any circumstances do any of the following: impersonate anyone else, especially an MR representative, or falsely state or otherwise represent your affiliation with any person, any information you give to MR and/or the origin of any such information; interfere with, disrupt, or attempt to gain unauthorized access to the Site or Property, or servers or networks connected to the Site or Property; cause, allow, or permit reverse engineering, dis-assembly or de-compiling of the Content or make any other attempt to discover the object code, source code and/or any other element of the Property or Site; remove, alter, or destroy or cause or allow the removal, alteration, or destruction of any proprietary, trademark or copyright markings, data, code or any other information of any kind or nature placed or contained within the Property or Site; permit any person or entity, including, without limitation, any third party (each a “Person”), to utilize the Content, in whole or in ,part, for any commercial or unlawful purpose; use the Content in conjunction with any device or service designed to circumvent technological measures employed to control access to or the rights in the Property or Site, or any other works protected by the copyright laws of any jurisdiction; use the Property, or Site to invade the privacy of or obtain personal information about any person; copy, modify, erase, or damage any information contained on servers used or controlled by MR; use the Property or Site to violate any legal rights of any person, including, without limitation, publicity or privacy rights, copyright or other intellectual property rights, or to take any action that is harassing, libelous, defamatory, abusive, tortuous, threatening, harmful, or otherwise objectionable; use any data, mining, robots, or similar data gathering and/or extraction tools in connection with the Property, or Site; use the Property or Site to post or transmit any unsolicited advertising or promotional materials; access or use any password protected, secure, or non- public areas of the Property or Site; or impersonate or misrepresent your affiliation with any person.

7.0 OWNERSHIP.

MR is, from inception, and shall irrevocably remain during and after the term of this Agreement the sole and exclusive owner and author of any and all rights, titles, and interest of any kind or nature now or later contemplated in and to the Property and the Site, including, without limitation, any and all goodwill in any manner related thereto, in whole and in part, and any and all changes, repairs, updates, alterations, revisions, modifications, and additions thereto, in whole and in part. Except for the limited license expressly granted to you in this Agreement and in any Form, you obtain no rights, titles, or interest of any kind or nature now or later contemplated in and/or to the Property and/or the Site, in whole or in part, by implication, estoppel, operation of law, or otherwise.

8.0 LIMITATION OF LIABILITY.

In no event shall MR be liable or to you or any person for any consequential, incidental, special, indirect or exemplary damages arising out of or related to this Agreement, any Form, the Property, the Site, or otherwise, including, without limitation, costs of procurement of substitute goods or services or for any claim or demand against you by any person, or any other pecuniary loss, even if MR has been advised of or knows of the possibility of such damages. In no event will MR’s aggregate liability for any and all claims of any kind or nature relating to this Agreement, whether hereunder, at law, in equity or otherwise, exceed the fees actually paid in hand to MR by you per the applicable Form and this Agreement, if any. You acknowledge and agree that the amounts payable to or on behalf of MR hereunder are based In part on these limitations and further agree that these limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

8.1

Except as expressly set forth in this section 8.0, MR specifically disclaims any and all warranties, whether express, implied or statutory with respect to the Property, the Site, or otherwise, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non- infringement of intellectual property rights.

9.0 ADDITIONAL WARRANTIES AND REPRESENTATIONS.

Each party hereto represents to the other party as follows:

9.1

Each party has the full right, power and authority to enter into, execute, deliver and fully perform this Agreement and is not and will not during its term be under any disability, restriction or prohibition, contractual or otherwise, with respect to its right to execute this Agreement, your right to exercise the limited rights granted to you hereunder and per a Form, and its right to perform fully each and every term, obligation and provision hereof;

9.2

You shall not do or attempt to do or suffer to be done during the Term of this Agreement any act in derogation of or inconsistent with MR’s rights in and to the Property and/or the Site;

9.3

Notwithstanding anything to the contrary herein, and with the sole exception of the limited, rights granted to you per this Agreement and per a Form, you shall not acquire any rights, titles and/or interests of any kind or nature now or later contemplated in and to the Property or the Site, in whole or in part, including, without limitation, copyright ownership thereof, including, without limitation, all extensions and renewals thereof, trademark or service mark rights at common law or otherwise, patent, other intellectual property rights, goodwill or any confidential information, each and all of which are and shall remain from inception solely owned and/or controlled by MR;

9.4

You will not and/or knowingly allow any person to: circumvent, disable, modify, alter, copy, make derivatives of and/or reverse engineer the Property and/or the Site; create Internet links to Property and/or the Site, or “frame” or “mirror” the Property on any other service or wireless or Internet-based device; use the Property in connection with any infringing, obscene, threatening, libelous or otherwise unlawful or tortuous material, viruses, worms, Trojan Horses, or other harmful computer code, files, agents or programs; interfere with or disrupt the integrity or performance of the MR servers, and/or the Property, in whole or in part, including, without limitation, any security, watermarking, encryption, object code or source code in any manner associated therewith;

9.5

That you shall only utilize the Property in accordance with the specific terms and conditions of this Agreement and the applicable Form and that any use of the Property by or on behalf of you in contravention to the express terms and conditions of either, shall constitute, without limitation, trademark, patent, and/or copyright infringement by you, as applicable, and, without limitation, a material breach by you of this Agreement and the applicable Form;

9.6

Each party’s warranties and representations hereunder shall be effective as of the date of each License, and shall remain in full force and effect throughout and after the entire term of this Agreement and each License.

10.0 INDEMNIFICATION.

You agree to fully and effectively indemnify and hold MR and its representatives, successors, assigns, agents, distributors, customers, employees and attorneys, free, safe and harmless from and against any and all claims, liabilities, costs, demands, expenses (including without limitation, reasonable attorneys’ and accountants’ fees and actual costs) occasioned by or arising out of any breach or alleged breach of, or any claims inconsistent with any agreement, covenant, representation, warranty or promise made by or assumed by customer hereunder or otherwise arising with respect to the rights granted by MR herein and/or residing in MR and the exercise thereof. You will reimburse MR on demand for any and all payments made by MR at any time in respect of any liability, damage, claim or expense to which the foregoing indemnity relates. MR agrees to give you written notice of any such claim, demand or action which the foregoing indemnity applies and you shall undertake at its own cost and expense the defense thereof, and shall supply competent and experienced counsel to defend any such liability, claim, suit or proceeding. MR may participate in the defense of same at MR’s expense, through counsel of MR’s sole choice: provided, that the final control and disposition of same (by settlement, compromise or otherwise) shall remain with MR. If MR shall settle or compromise any such suit, liability, claim or proceeding, the cost (including all attorney’s fees and extensions related thereto) shall be charged to and the sole responsibility of you, if said settlement or compromise was made with your prior written approval, not to be unreasonably withheld, delayed or conditioned.

10.1

Notwithstanding anything to the contrary herein, MR shall have no liability of any kind or nature to you hereunder to the extent that any infringement or claim thereon by a third party is based upon: attempted or actual modifications to the Property or the Site made by you or any Person, or, the combination of the Property, in whole or in part, with any other equipment, information or software of any kind or nature not provided by MR if such claim would have been prevented but for such use or combination. You agree that you shall fully and effectively indemnify MR in accordance with the provisions of this paragraph 10.0 from any action instituted against MR resulting from infringing claims based on any of the foregoing. Further notwithstanding anything to the contrary herein, this paragraph 10.0 states MR’s entire liability for actual or alleged infringement of any third party intellectual property rights.

11.0 LEGAL AND EQUITABLE RELIEF.

You acknowledge and agree that all of your warranties, representations, obligations, promises and services hereunder are of a unique, unusual and personal nature and value and that your failure to fully and timely perform hereunder at the times and places and in the manner required hereunder, will cause MR irreparable harm and damage. In this event, you agree that MR shall be entitled to, in addition to any and all other rights and/or remedies available to MR hereunder, at law, in equity or otherwise, to seek the remedies of injunction and/or other equitable relief, without bond, to prevent or remedy any actual or anticipated breach of and/or enforce the provisions of this Agreement and any Form. You shall not be entitled to equitable relief against MR for any reason whatsoever in any manner relating to this Agreement and/or the Property, without exception, said remedies available to you being limited to any action at law for only those monetary damages provided for herein.

12.0 TERMINATION.

This Agreement and each License shall terminate automatically and immediately if you fail to comply with any of the terms, conditions, warranties, representations, or limitations described in this Agreement or any License, or at the request of law enforcement or other governmental agencies. No notice shall be required from MR to you to effect any such termination. However, once we notify you of such termination, you shall immediately cease all utilization of the Property.

13.0 UPGRADES.

You acknowledge that MR may change, upgrade, revise, edit, and otherwise alter the Property and/or the Site, in whole and/or in part, from time to time without notice to you, in MR’s sole discretion. If any such modification or change is unacceptable to you, you agree that your only recourse is to immediately terminate your use of the Property and Site. Your continued use of the Property and/or Site as provided for in this Agreement, following our posting of any such modifications of any kind or nature will constitute your binding acceptance of all of these changes and modifications. MR may also discontinue the Site and/or the Property, in whole or in part, at any time without notice to you.

14.0 LINKED SITES.

The Site may provide, or Persons may provide, links to other websites or resources, in whole or in part, including, without limitation, as part of the Services (“Linked Sites”). Because MR has no control over any such Linked Sites, you acknowledge and agree that MR is not responsible for the availability of any Linked Sites, does not endorse and is not responsible or liable for any materials of any kind or nature now or later contemplated, on or available from any such Linked Sites, and shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such materials available on or through any such Linked Sites.

15.0 NOTICE.

Notices to you from MR may be made via the e-mail address(es) you provide as part of the Registration Data. MR may also provide notices of changes to this Agreement, the Property, the Site and/or other matters by displaying notices or links to notices to you generally on the Site.

16.0 PRIVACY POLICY.

MR has agreed to disclose its information and privacy practices to you because MR wants to demonstrate its commitment to your privacy. This Privacy Policy does not apply to the practices of companies that MR does not own or control, or to persons that MR does not directly employ or manage.

16.1

MR collects personal information when you complete the Registration Data, such as your name, address, e-mail address, phone number, and/or fax number that is personally identifiable to you and is not otherwise usually publicly available. MR does not independently verify the accuracy or correctness of any such collected or provided information. This information is used to deliver the Property to you via the Site, and to fulfill any applicable legal, administrative and/or regulatory requirements then in effect;

16.2

MR does not share personal information about you with other Persons EXCEPT to provide products or services you've requested, when we have your permission, or under the following circumstances: MR may provide the information to trusted business partners who work on behalf of or with MR. Please be aware that MR’s business partners and others who may have access or links to the Site may have the ability to collect personally identifiable information about you on or for their sites. The information and all other practices of those websites are not covered by this Privacy Policy. MR is not in a position to monitor or control any particular user’s use of Property that a particular Person is able to obtain in the manner discussed in this paragraph; MR believes it is necessary to share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, to comply with current judicial, administrative and/or regulatory proceedings, situations involving potential threats to the physical or professional safety of any person, violations of this Agreement, or as otherwise required by law or deemed advisable in MR’s sole good faith discretion;

16.3

A cookie is a small amount of data, which often includes an anonymous unique identifier, sent to your browser from a web site's computer(s) and stored on your computer's hard drive. It does not contain personally identifying information MR uses its own cookies for a number of purposes, including, without limitation, to: conduct research to improve the Property and/or the Site. MR may set and access one or more MR cookies on your computer;

16.4

We reserve the right to send you certain communications relating to MR services, such as service announcements and administrative messages;

16.5

MR provides some access to personal information about you to MR employees and contractors who MR reasonably believes need to come into contact with that information to provide products or services to you or in order to do their jobs. MR has physical, electronic, and procedural safeguards that comply with international regulations to protect personal information about you. However, certain non-personal information of yours may be recorded by the standard operation of the servers that operate the Site and/or the Property. This information is used, if at all, to provide an enhanced on-line experience for the visitor. The type of information can include, without limitation, the type of browser and/or operating system being used by the visitor, and the domain name of the visitor’s Internet service provider. Other uses of this information by MR may include internal review of the number of visitors to the Site, only in an aggregate and non-personally identifiable form;

16.6

MR may update this Privacy Policy. MR will notify you about these updates and any other significant changes MR believes are important, in its sole discretion, in the way MR treats personal information by sending a notice to the primary email address specified in your Registration Data or by placing a prominent notice on the Site;

16.7

If you have questions or suggestions regarding this Agreement and/or this Privacy Policy, please contact us at:

Moonstruck Records
22647 Ventura Blvd., # 113
Woodland Hills, CA 91364

17.0 GENERAL INFORMATION.

This Agreement, along with each Form, constitutes the entire agreement between you and MR regarding the Property and the Site, superseding any prior agreements between you and MR. This Agreement can only be changed or modified by MR as provided for herein. You and MR are independent contractors. The waiver by MR of the applicability of any provision of this Agreement or of any breach or default by you hereunder in any specific instance shall not affect MR’s rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other actual or alleged breach or default, whether or not similar. You also understand and agree that you may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. If any provision of the Agreement is found by a court or arbitration of competent jurisdiction to be invalid, the parties nevertheless agree that such tribunal should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement to remain in full force and effect. Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law. The headings in this Agreement are for convenience only. Any rights and remedies of any kind or nature shall be deemed cumulative and nonexclusive to one another. In the event of any action, suit or proceeding hereunder, the prevailing party shall be entitled to recover, whether or not such dispute or controversy proceeds to final adjudication. The Site and the Property controlled and operated by or on behalf of MR from its offices in the State of California, United States of America. MR makes no representation that any Property in or on the Site are appropriate or available for use in other locations.

17.1

This Agreement is deemed made and entered into and has been fully executed in the State of California, and shall in all respects be interpreted, enforced and governed by the internal laws of the State of California applicable to contracts negotiated and to be performed entirely in such State. Any claim, dispute or disagreement arising out of, connected with, or in respect of this Agreement shall be brought for an exclusive adjudication in the State of California, at MR’s sole election either: in the Federal or State Courts located in Los Angeles, California, or for binding arbitration by the American Arbitration Association located in Los Angeles, California, subject to the rules promulgated by such association relating thereto and subject to California Code of Civil Procedure section 1283.05. Judgment upon any award rendered by the arbitrator(s) may be entered in any California court having jurisdiction thereof. This arbitration provision shall remain in full force and effect notwithstanding the nature of any claim or defense hereto. Each party hereto waives any claim that such courts or the American Arbitration Association in Los Angeles, California does not have jurisdiction or are an inconvenient forum. Any process in any such action or proceeding may, in addition to personal service, be served by a party if delivered by Registered or Certified Mail on the earlier of five days after posting of the date received on the return receipt, or if by fax or Delivery Service, on the date of receipt by the recipient, provided that for fax transmissions the sender receives written or printed confirmation of successful transmission. Any such service shall be deemed at the same force and effect as personal service within California. MR has the right to assign this Agreement and/or its obligations under this Agreement, in whole or in part, to any Person acquiring any interest of any kind or nature in and/or to MR.

END OF AGREEMENT

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