Terms and Conditions

Version 4.2.9, published May18, 2014

1. INTRODUCTION AND ACCEPTANCE OF TERMS

Welcome to AudioFlix®, an online music subscription service that allows you to discover, play and download music from your web browser, in a desktop application and on your compatible mobile devices. AudioFlix’s website is located at www.AudioFlix.com (the “AudioFlix Site”). We refer to the AudioFlix Site and the software applications made available by AudioFlix as the “Service Applications”, and we refer to the Service Applications and the service provided through the Service Applications, collectively, as the “AudioFlix Service”). These Terms of Service (“Terms of Service”) set forth a binding agreement between you and AudioFlix governing your use of the AudioFlix Service. These Terms of Service act as the end user license agreement (or “EULA”) governing your use of the desktop and mobile Service Applications.

In these Terms of Service, “AudioFlix” means AudioFlix, Inc., a Florida corporation, with its principal business address at: 796 Cypress Crossing Trl, St. Augustine, FL 32095.

Please read these Terms of Service carefully. By using any of the AudioFlix Service, or by creating a user account, you signify your acceptance of these Terms of Service, as they may be amended by AudioFlix from time to time in its sole discretion. You may only use the AudioFlix Service and/or open an account if your acceptance of these Terms of Service is not prohibited by applicable law. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD. If you are younger than 18 years old, you must get permission from a parent or guardian to open an account and your parent or guardian must agree to these Terms of Service. If you do not agree to these Terms of Service, then you must cease using the AudioFlix Service. THESE TERMS OF SERVICE ARE GOVERNED BY THE LAWS SET FORTH IN SECTION 23, DEPENDING ON THE TERRITORY IN WHICH YOU USE THE AudioFlix SERVICE.

2. PAYMENT TERMS

2.1 INTRODUCTION AND ACCEPTANCE OF TERMS

These Payment Terms (the “Payment Terms”) set forth an agreement between you and AudioFlix with respect to the subscription services, music downloads and other paid services made available by AudioFlix on or through the AudioFlix Service. AudioFlix’s website is located at www.AudioFlix.com (the “AudioFlix Site”). We refer to the AudioFlix Site and the software applications made available by AudioFlix as the “Service Applications”, and we refer to the Service Applications and the service provided through the Service Applications, collectively, as the “AudioFlix Service”). These Payment Terms supplement the Terms of Service governing your use of the AudioFlix Service (the “Terms of Service”), which are incorporated here by reference. Any capitalized terms used in these Payment Terms and not defined here will have the meanings set forth in the Terms of Service.

In these Payment Terms, “AudioFlix” means either AudioFlix, Inc., a Delaware corporation, with its principal business address at 796 Cypress Crossing Trl, St. Augustine, FL 32095.

By using any of the AudioFlix Service, or by creating a user account, you signify your acceptance of these Payment Terms, as they may be amended by AudioFlix from time to time in its sole discretion. You may only use the AudioFlix Service and/or open an account if your acceptance of these Payment Terms is not prohibited by applicable law. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD. If you are younger than 18 years old, you must get permission from a parent or guardian to open an account and your parent or guardian must agree to these Payment Terms. If you do not agree to these Payment Terms, you will not be able to subscribe to the AudioFlix Service, purchase music downloads or otherwise obtain other paid services made available by AudioFlix from time to time, and your only remedy is to stop using the AudioFlix Service. These Payment Terms are subject to change without prior written notice at any time, in AudioFlix’s sole discretion, and, once made available on the AudioFlix Site, such changes will apply to any existing subscription or paid services, or any new subscription, music download or other paid services. You should review these Payment Terms each time you subscribe for, order and/or purchase any subscription, music download or other paid services offered by AudioFlix. You will be deemed to have accepted these Payment Terms, as amended, if you continue to use the AudioFlix Service after any amendments are posted on the AudioFlix Site.

2.2 MINIMUM REQUIREMENTS

To subscribe for, download or otherwise obtain paid services on or through the AudioFlix Service, you must provide certain Registration Information and obtain an AudioFlix account. You acknowledge that you are responsible for maintaining the security of, and restricting access to, your account and password, and you agree to accept responsibility for all purchases and other activities that occur under your account. AudioFlix (or its principals, where AudioFlix is acting as a sales agent) sells its products only to those users who can legally make purchases with a credit card or other form of payment accepted by AudioFlix. If you are under 18 years of age, you may conduct transactions on or through the AudioFlix Service (such as the initiation of subscriptions or the purchase of music downloads) only with the involvement of a parent or guardian. AudioFlix reserves the right to refuse or cancel orders or terminate accounts, at any time in its sole discretion. In the event that AudioFlix terminates your or any gift recipient’s account for good reason due to a negligent breach or other violation of the Terms of Service or these Payment Terms, products and services purchased pursuant to these Payment Terms or the Terms of Service may be forfeited without any right to receive a refund.

2.3 ACCEPTABLE PAYMENT METHODS

AudioFlix accepts various forms of payment, as set forth on the AudioFlix Site from time to time. AudioFlix may also allow you to pay for the AudioFlix Service through the account you hold with your mobile carrier (your “mobile carrier account”). By subscribing for a service, purchasing a music download, or otherwise submitting an order for other paid services available through the AudioFlix Service, you authorize AudioFlix, or its designated payment processor, to charge the account you specify (including your mobile carrier account) for the purchase amount. If AudioFlix does not receive payment from your designated payment account (including from your mobile carrier), you agree to pay all amounts due upon demand by AudioFlix. All payments are to be made in the currency in which your order is placed. For credit card purchases, AudioFlix may seek authorization of your credit card or other payment format to validate your ability to charge the fees to access the applicable product or services prior to the first purchase. This authorization is not a charge but may reduce your available credit by the authorization amount until your bank’s next processing cycle.

2.4 SUBSCRIPTION TERMS

2.4.1 Payment; Renewal By subscribing to the AudioFlix Service (and one of the corresponding AudioFlix subscription tiers), you authorize AudioFlix to charge the applicable recurring subscription fees to your designated billing payment method (including your mobile carrier account). In some cases, when you subscribe to a free trial of the AudioFlix Service (and one of the corresponding AudioFlix subscription tiers), you will be asked to authorize, and by accepting these Payment Terms you hereby expressly authorize, AudioFlix to charge the applicable recurring subscription fees to your designated billing payment method (including your mobile carrier account) upon the expiration of the free trial. When you initially subscribe to the AudioFlix Service, you will be charged immediately for the initial term of the subscription at the then-current fee for the applicable subscription tier. When you initially subscribe to a free trial of the AudioFlix Service, you will be not charged for the initial term of the free trial. Unless you notify AudioFlix of your decision to terminate your subscription or, in some cases, your free trial, your subscription will automatically renew at the end of each subscription term or free trial (if applicable) at the then-current fee. You will be charged in advance for the renewal term of the subscription service (or initial term, in the case of a renewal following the expiration of an applicable free trial) on your applicable billing date (the “Charge Date”) (e.g., on a particular date each month for a monthly subscription). If, however, the activation date of your subscription (or, in some cases, your free trial) is on the 29th, 30th or 31st day of a month, and your Charge Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, your Charge Date for that particular renewal (or initial term, in the case of a renewal following the expiration of an applicable free trial) will be on the last day of the month in which your Billing Date would otherwise be. Each charge on the applicable Charge Date applies to the subscription period immediately following the Charge Date (e.g., a charge for a monthly subscription applies to the month immediately following the Charge Date). Your account may be deactivated without notice to you if payment is past due, regardless of the amount, including, without limitation, if you fail to pay your mobile carrier account (or for the AudioFlix Service on or through such mobile carrier account). If AudioFlix deactivates your account, you may lose all of your collection data, history and other account usage information. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription. You may update any of your billing information (including a change to your desired billing payment method) through your account settings on the AudioFlix Site. If you determine to pay for the AudioFlix Service through your mobile carrier account, you will be subject to all other payment terms determined by your mobile carrier, in addition to these Payment Terms.

2.4.2 Cancellation Free Trial In most cases, if you subscribe to a free trial of the AudioFlix Service, your trial subscription will automatically expire at the expiration of the trial period unless you affirmatively subscribe for a paid subscription prior to the expiration date. If you have not provided AudioFlix with billing information previously, you will need to do so at that time. If your trial subscription expires and you do not subscribe to a paid subscription, you will still be able to access the AudioFlix Site and use some of its features, however, you will no longer be able to, among other things, play full-length versions of songs or sync music with your compatible mobile device. However, in some cases, if you subscribe to a free trial of the AudioFlix Service, your trial subscription will automatically renew at the expiration of the trial period in accordance with the terms above unless you affirmatively terminate your subscription prior to the renewal date.

Paid Subscriptions

To cancel an ongoing subscription, please follow the process set forth in your account settings on the AudioFlix Site. Once you have cancelled your subscription, AudioFlix will stop billing your applicable payment method (including your mobile carrier account) until and unless you re-subscribe. All of the fees paid and charges made prior to termination are nonrefundable, and accordingly, if you pay for the AudioFlix Service pursuant to a monthly subscription, all subscription amounts previously paid (including the subscription amount for the month in which the cancellation occurs), shall be nonrefundable. Termination of your subscription shall not relieve you of any obligations to pay accrued charges. You agree that AudioFlix, in its sole discretion, with or without prior notice, may freeze or terminate your use of the subscription service for any reason, including, without limitation, if AudioFlix believes that you have violated these Payment Terms or the Terms of Service. AudioFlix may also in its sole discretion, and at any time, modify or discontinue providing the subscription service, or any part thereof, with or without notice. Additionally, you agree that AudioFlix shall not be liable to you or any third-party for any interference with, or termination of, your access to the subscription service.

2.4.3 Billing Authorizations for Free Trial Memberships

You may be required to provide an applicable billing payment method to register for a free trial offer to the subscription service provided on or through the AudioFlix Service. In that event, you agree that AudioFlix may obtain a pre-authorization for the fee amount that you will be charged if you complete the free trial and continue the subscription service. It is possible that some financial institutions may perceive these requested amounts as actual pending charges. These are not actual charges, and AudioFlix will not be responsible for any results, such as an overdraft fee, that may occur to your account as a result of such authorizations. 4.4 Additional Purchases during Free Trial Period If you join a free AudioFlix subscription service trial, you will not be billed for the free trial subscription service during the free trial period. However, you will be billed for any individual music downloads or other services that you purchase.

2.4.5 Mobile Streaming

You will be able to access aspects of the AudioFlix Service on compatible mobile devices (through an applicable mobile Service Application). An Internet enabled mobile device on which you have downloaded the applicable mobile Service Application is required. Standard data and usage charges instituted by your mobile carrier may apply (and are not included in any subscription fee paid to AudioFlix) and, accordingly, you should check with your mobile carrier regarding the terms of your individual data or usage plan.

2.4.6 Subscription Service Rates; Right to Change Subscription Service Rates

Subscription fees for each respective subscription tier are as set forth on the AudioFlix Site or on or through a given Service Application. In some territories, AudioFlix will be required to charge, and you agree to pay, applicable sales, use and other taxes in connection with your subscription to the AudioFlix Service. All subscription fees (and applicable taxes, if any) are subject to change on a prospective basis on prior notice from AudioFlix sent to your designated email address or otherwise described on the AudioFlix Site. If you do not accept the new fees (and applicable taxes, if any), you should terminate your subscription immediately.

2.5 DOWNLOAD AND OTHER SERVICE PAYMENT TERMS

2.5.1 Music Downloads

Music downloads are accomplished through AudioFlix’s desktop Service Application. You are only entitled to one copy of any purchased music download. AudioFlix encourages you to only download the music file to the computer where you wish to keep the file. AudioFlix will not be able to send another copy to you if you download a music file and are not able to locate or access the file. Additionally, once you have successfully completed any music download, AudioFlix encourages you to promptly make a back-up copy. In all cases, you bear all risk of loss for any products that you have downloaded, including any loss due to a computer or hard drive crash. Sales of music downloads owned by Sony Music Entertainment (“SME”) are made to users directly by SME, with AudioFlix acting as agent on SME’s behalf.

2.5.2 Payment

You agree to pay for all music downloads and any other items or services that you may purchase through the AudioFlix Service. AudioFlix may, in its discretion, post charges to your designated payment method (including your mobile carrier account) individually or may aggregate your charges with other purchases you make on or through the AudioFlix Service. You will be responsible for any charges that are incurred by any person through your account. All charges will be billed to the payment method (or if applicable, the mobile carrier account) you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that information through your AudioFlix account settings on the AudioFlix Site. If your payment method provider updates your billing information for you by providing revised billing information to AudioFlix for your existing account, AudioFlix will use that information to continue to bill your existing account.

2.5.3 Rates; Right to Change Rates

All music download and other item/service fees are as set forth on the AudioFlix Site or on or through a given Service Application. In some territories, AudioFlix will be required to charge, and you agree to pay, applicable sales, use and other taxes in connection with your purchase. All music download and other item/service fees (and applicable taxes, if any) are subject to change on a prospective basis on prior notice from AudioFlix sent to your designated email address or otherwise described on the AudioFlix Site. If you do not accept the new fees (and applicable taxes, if any), you should not continue with your music download or other item/service purchase.

2.5.4 Refunds; Errors

All transactions for music downloads or other items or services purchased through the AudioFlix Service are final and AudioFlix does not accept any returns. If you are using the AudioFlix Service in Germany or other countries within the European Union your statutory right of withdrawal remain unaffected. Technical problems might delay or prevent delivery of purchased products to you. Your sole remedy with respect to any music downloads that are not successfully delivered, as will be determined exclusively by AudioFlix’s servers, will be either replacement of the file or refund of the price paid for such content, in all cases, at AudioFlix's discretion. In addition, AudioFlix may, in lieu of a refund as provided in this paragraph, opt to provide you with a merchandise or service credit with a value at least equal to the amount charged to your designated payment method. AudioFlix reserves the right to determine and modify from time to time the exact nature of any such merchandise or service credit, including conversion into one or more different types of merchandise or service credits. Unless you notify AudioFlix of any discrepancies or unauthorized charges within sixty (60) days after they first appear on your payment statement, they will be deemed accepted by you and you release AudioFlix from all liabilities and claims of loss resulting from any such error or discrepancy.

2.6 VOUCHERS/GIFT CARDS/PREPAID CARDS

From time to time, AudioFlix will make vouchers, gift cards, prepaid cards or other preset purchase offerings available (collectively, the “Purchase Offerings”). Purchase Offerings will be designated for specific products or services (e.g., a 1-month subscription), or allocated specific currency amounts (e.g., a $20 or €20 voucher), or as may otherwise be described on the AudioFlix Service. Any Purchase Offering allocated a specific currency amount and redeemed by you will credit your AudioFlix account with that specific currency amount, which may be applied against music downloads, subscription amounts or other products and services made available on the AudioFlix Service from time to time. Any balance remaining in your account may continue to be applied against future products and services provided that your account is credited with further Purchase Offerings at least once in any two year period. Purchase Offerings redeemed in a given territory, or redeemed for a given currency, will only be able to be used in that territory and/or will only be able to apply against purchases in that currency. If you relocate to a different territory, or if you change the applicable currency pursuant to which you are charged for your AudioFlix subscription tier, the redemption value of your Purchase Offering will not be applied. Additionally, any strategic transaction (like a merger, sale of all or substantially all assets or securities or other similar transaction) involving AudioFlix and/or any suspension or termination of your account or the AudioFlix Service by AudioFlix will cause any remaining balance to immediately expire.

The purchase price of a Purchase Offering is refundable to the original purchaser within 14 days of the date of purchase, provided, and only to the extent that the given Purchase Offering is not redeemed (whether by the original purchaser or any recipient) within such 14 day period. On and after the date that a Purchase Offering is redeemed, the purchase price of such Purchase Offering will not be refundable. Purchase Offerings are not redeemable for cash and any unused portion may not be returned for cash or any other value. Purchase Offerings may not be used for any purpose other than as expressly disclosed thereon or in these Payment Terms, and will not be replaced if lost, destroyed or stolen.

2.7 CUSTOMER SERVICE

For assistance with billing questions or other order inquiries, please refer to AudioFlix’s help pages.

2.8 PRIVACY

AudioFlix cares about the privacy of its users. For details, please refer to the AudioFlix Privacy Policy.

2.9 MISCELLANEOUS

These Payment Terms, together with the Terms of Service and Privacy Policy, constitute the entire agreement between you and AudioFlix regarding your use of the AudioFlix Service. In the event of a conflict between these Payment Terms and the Terms of Service, these Payment Terms will govern.

3.0 AudioFlix SERVICE

3.0.1 Streaming

Paid Subscription-based Streaming AudioFlix’s paid subscription service provides for full-length streaming of songs across any platform on which AudioFlix makes the AudioFlix Service available (i.e., on or through any of the Service Applications), depending on your subscription tier. Subscribers to AudioFlix’s “Unlimited” subscription tier will also have an offline option to select songs to play back on their compatible mobile devices (when synced), even when there is no Internet or mobile connection available.

Free Subscription-based Streaming

In some territories, AudioFlix provides a free subscription tier which provides for free full-length streaming of songs on the AudioFlix Site and on AudioFlix’s web and desktop Service Applications for a limited number of songs each subscription period (which is a period of thirty days). This subscription tier cannot be accessed on or through any mobile Service Application. Access periods (number of songs) on this free subscription tier are limited, and will decrease over a series of months. You may not be advised as to the exact number of songs you have remaining in a given month, but AudioFlix will provide a meter for you to generally understand how much access is available. After a period of time, you will need to subscribe to a paid subscription tier, or if available in your territory, to a free subscription-based tier with ads. At the expiration of any access period (whether during a given thirty day period or after the end of the term of any subscription), you will continue to have access to the AudioFlix Site and web and desktop Service Applications, and will be able to listen to 30-second clips of songs. If the subscription tier has not expired, full access will re-start at the beginning of the next subscription period, and again be available for a limited number of songs in that period.

Free Subscription-based Streaming with Ads

In some territories, AudioFlix provides a free subscription tier with advertising which provides for free full-length streaming of songs on the AudioFlix Site and on AudioFlix’s web and desktop Service Applications for so long as you maintain your account. This subscription tier provides for intermittent audio and audio-visual advertisements from third parties. This subscription tier cannot be accessed on or through any mobile Service Application, but it otherwise does not have limitations on the number of songs or the period of time in which the tier is available. If you unsubscribe from this tier without subscribing to a paid subscription tier but maintain your account, you will continue to have access to the AudioFlix Site and web and desktop Service Applications, and will be able to listen to 30-second clips of songs.

Mobile Streaming

You will be able to access aspects of the AudioFlix Service on compatible mobile devices (through an applicable mobile Service Application) depending on your subscription tier. An Internet enabled mobile device on which you have downloaded the applicable mobile Service Application is required. Standard data and usage charges instituted by your mobile carrier may apply (and are not included in any subscription fee paid to AudioFlix) and, accordingly, you should check with your mobile carrier regarding the terms of your individual data or usage plan. As an AudioFlix subscriber, you will be able to access AudioFlix’s catalog of songs no matter where you travel, provided, however, the songs available to you in any particular territory will depend upon the rights AudioFlix obtains with respect to that territory. Notwithstanding this, those songs that you are permitted to retain on your compatible mobile device may be played no matter what the territory for so long as you remain an AudioFlix subscriber and the AudioFlix mobile Service Application can communicate with AudioFlix’s servers every 30 days.

3.0.2 Downloads

AudioFlix makes music downloads available in some territories. Where available, music downloads are accomplished through AudioFlix’s desktop Service Application. Music downloads are sold in a DRM-free MP3 format, at the bit rate indicated at purchase. Accordingly, AudioFlix will not limit the number of times music downloads purchased through AudioFlix can be copied, transferred or burned (though your own use will always be subject to all applicable laws, rules and regulations, and the rights of copyright owners and AudioFlix reserves the right to suspend or terminate your access to purchased titles at any time without notice if required to do so by a relevant copyright owner for good reason). AudioFlix and/or its content licensors may include digital watermarks (embedded bits of information in addition to the sound file) in any music downloads that add sales information to each digital file such as (but not limited to) the fact that the file was purchased from AudioFlix, the date and time of purchase, or information about the song (title, artist, etc.). AudioFlix will not include any information personally connected to you in any such digital watermark. Users should keep in mind that AudioFlix respects the rights of copyright owners, and in particular, its content licensors, and discourages and opposes all forms of content piracy. Therefore, while music downloads have no limitations, users are still obligated to be mindful of and follow applicable laws, rules and regulations, and the rights of copyright owners. In connection with any music download, the purchaser is only entitled to one copy of any purchased song. Accordingly, AudioFlix encourages you to back up your music files. You can transfer your music downloads to any compatible device. Sales of music downloads owned by Sony Music Entertainment (“SME”) are made to users directly by SME, with AudioFlix acting as agent on SME’s behalf. Some of the benefits of the AudioFlix Service, such as listing and displaying your music collection to other users of the AudioFlix Service, require the desktop Service Application to, at your request, read your music libraries. When you determine to allow AudioFlix to read your music libraries, you grant permission for the desktop Service Application to conduct a review of your music libraries on the hard drive of your computer and to communicate information, including, without limitation, your music library information, to AudioFlix’s servers.

If AudioFlix does not make music downloads available in your territory, this Section 3.2 and other references to music downloads throughout this Terms of Service do not apply to you,

3.0.3 Availability

The AudioFlix Service is intended to provide full-length streaming of AudioFlix’s entire catalog, and depending on your subscription tier, the ability to select songs for playback offline. You understand and acknowledge, however, that your ability to access songs will depend on you having all necessary equipment and telecommunications systems required and that there may be instances where our rights to songs are limited by our licensors (i.e., some songs may be available for download only, and not streaming), in which event, your access to those songs would be limited.

3.0.4 Family Plans

AudioFlix may from time to time introduce subscription tiers that allow multiple family members to utilize the AudioFlix Service through one subscription to a family subscription tier. The terms and conditions of the family subscription tier will be as described on or through the AudioFlix Service, and unless otherwise stated, will have the general features of AudioFlix’s “Unlimited” subscription tier.

4. POLICIES

4.1 AudioFlix’s Sharing Policy

When you discover, play, download and share music or other content on or through the AudioFlix Service, you authorize AudioFlix to share and/or publicly display such activity on or through: (i) the AudioFlix Service; and (ii) any third party social networking sites and services you have linked to your AudioFlix account, such as Facebook or Twitter (“Social Networks”).

4.2 Abuse Policy

AudioFlix reserves the right to manage the AudioFlix Service in a manner that it believes best benefits its users and best enables it to maintain the AudioFlix Service. The AudioFlix Service is for your own personal, non-commercial use, and accordingly, AudioFlix has determined that its ability to provide the AudioFlix Service is disrupted when users stream an abnormally high number of songs in a short amount of time, or otherwise stream songs in a manner that is not consistent with normal, personal use (even if those activities technically comply with the specific terms of any free or paid offering). Thus, AudioFlix reserves the right to discontinue any portion or all of the AudioFlix Service, or to terminate or suspend the account of any person, that, in AudioFlix’s experience and sole determination, cause or result in disruptive usage patterns or, with respect to individual account holders, otherwise use the AudioFlix Service in a manner that is not consistent with normal, personal use. For example, you should not share your AudioFlix account with anyone, use AudioFlix as a radio station or jukebox in your commercial establishment (regardless of the type of establishment) or other public space, or have a software application use the AudioFlix Service for you for any purpose (unless otherwise permitted by AudioFlix).

5. PROPRIETARY RIGHTS

You acknowledge and agree that AudioFlix, and its licensors, retain all right, title and interest in and to all data and information (excluding data and information that you provide), content and materials provided on or through the AudioFlix Service (including, without limitation, the musical compositions, audiovisual works, editorial and contextual information (about artists and songs), text, images, photographs, videos, graphics, page headers, the selection and arrangement of elements displayed on or through the AudioFlix Service, the compilation of all content and materials on the AudioFlix Service, and the business process, procedures, methods and techniques used in the AudioFlix Service) and all associated patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world. AudioFlix®, the AudioFlix logo and the AudioFlix “button” logo are the common law and/or registered trademarks of AudioFlix, Inc., and all other proprietary trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the AudioFlix Service (including, without limitation, as displayed on or through any of the Service Applications) are the property of AudioFlix, Inc. AudioFlix’s intellectual property, including, without limitation, its trademarks and trade dress, may not be used in any manner that is likely to cause confusion among users, or in any manner that disparages AudioFlix. All rights are expressly reserved.

All third party trademarks, logos, photographs, images, audio and audio-visual content, programming, and other intellectual property contained on or within the Service Applications and through the AudioFlix Service are the property of the respective third parties, including the respective content owners, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to AudioFlix to enforce any of your rights in relation thereto.

6. LIMITED LICENSE

AudioFlix grants you a limited, non-exclusive and non-assignable license to access and use the AudioFlix Service for your personal, non-commercial use, subject to all of the terms and conditions of these Terms of Service and not for redistribution of any kind. AudioFlix may make certain software, including, without limitation, the Service Applications, available to you through your use of the AudioFlix Service. The Service Applications are deemed licensed to you by AudioFlix under a non-exclusive, non-assignable license for your personal, non-commercial, use only, and your use of such Service Applications is subject to these Terms of Service. With respect to any mobile Service Application, this license is limited to the right to use the applicable mobile Service Application solely on a device that you own or control and as permitted by any usage rules made available from time to time by the applicable provider of a mobile application platform. AudioFlix does not transfer, and, as between you and AudioFlix, retains all title to and ownership of the Service Applications and all intellectual property rights in the Service Applications. You may not take any action to jeopardize, limit or interfere with AudioFlix's ownership of and rights with respect to the Service Applications. You acknowledge that any unauthorized copying or unauthorized use of the Service Applications is a violation of these Terms of Service and is strictly prohibited.

Additionally, you may not (i) remove any trademarks, copyright notices or any other notice contained in any content, materials or individual elements provided on or through the AudioFlix Service, (ii) reproduce, download (other than page caching), modify, publish, distribute, transmit, disseminate, broadcast, transfer, license, sell, rent, lease, adapt, create derivative works of, publicly display or perform, or in any way exploit any content, materials or individual elements provided on or through the AudioFlix Service without AudioFlix’s prior written consent, (iii) make any commercial use or any derivative use of any of the AudioFlix Service or any of the content, materials or individual elements provided on or through the AudioFlix Service, (iv) frame or utilize framing techniques to enclose any content, materials or individual elements provided on or through the AudioFlix Service without AudioFlix’s prior written consent, (v) use any circumvention tools or any metatags or other hidden text utilizing AudioFlix’s name, trademark, URL or the name of any of the AudioFlix Service without AudioFlix’s prior written consent, or (vi) disassemble, decompile or reverse engineer the Software or any other materials made available on or through the AudioFlix Service or used to provide any of the AudioFlix Service. The owners of entertainment Content made available through the AudioFlix Service (including principals, where AudioFlix is acting as sales agent) are intended third-party beneficiaries of these Terms of Service and will have the right to enforce these Terms of Service against you and invoke all rights hereunder including limitations of liability. AudioFlix, as a reseller to you, does not accept orders from music dealers, exporters, wholesalers, any businesses of any kind or other customers who intend to resell. The delivery of a product or Content does not transfer to you any commercial or promotional use rights in the product or Content.

7. ACCOUNTS AND SECURITY

To access the Service Applications or use certain aspects of the AudioFlix Service, you will be directed to create a user account by providing certain information about yourself, or to create new, or to use existing Social Network log-in details. As part of AudioFlix’s stand-alone registration process, you will be asked to submit, among other things, your email address and to select a password. You agree that all information you provide to AudioFlix for purposes of creating an account (“Registration Information”) will be true, accurate, current and complete and your failure to provide such information will constitute a breach of these Terms of Service and may result in the immediate termination of your account. By utilizing your Social Network log-in details to log into the AudioFlix Service (including on or through any of the Service Applications), or by linking your AudioFlix Service account with any Social Network account, you expressly authorize AudioFlix to receive, and for such Social Network to share, certain of your information that is available on your Social Network account, including, without limitation, your profile information, friends names, your photos, privacy settings and certain other information that will be disclosed to you (and authorized by you) during the log-in process; and you also authorize AudioFlix to generate and publish on your Social Network news feed or timeline actions you take on the AudioFlix Service, and to allow you to interact with your Social Network friends on the AudioFlix Service. If linked, you agree to allow the Social Networks to receive information concerning the actions you take on the AudioFlix Service. In the event you no longer want the AudioFlix Service to publish your AudioFlix activity on your Social Network news feed or timeline, or want to otherwise limit the ways in which the AudioFlix Service interacts with your Social Network account, you can always disable aspects of this feature by changing your application settings in the Social Networks. The Social Networks are made available by their respective corporate entities.

Without limiting the above, by submitting your information through the Service Applications, and/or by utilizing Social Network log-in details to log-in to the AudioFlix Service, by linking your AudioFlix Service account with any Social Network account, or by otherwise providing Registration Information to AudioFlix, you grant AudioFlix a perpetual, royalty-free, non-exclusive license to use, reproduce, transmit, and display the information obtained from these third parties and any Registration Information in connection with AudioFlix’s operation of the Service Applications and/or performance of the AudioFlix Service (subject to the other terms and conditions of these Terms of Service, including Section 4.1). You will (i) promptly update your Registration Information to keep it true, accurate, current and complete, (ii) maintain the confidentiality of your log-in credentials, and (iii) properly exit from your account at the end of each session. You will not (a) select or use the Social Network account or email address of another person with the intent to impersonate that person, (b) use a name subject to the rights of any other person without authorization, (c) use an email address that is profane, offensive or otherwise inappropriate, or (d) allow any other party to use your account and/or password. You agree to notify AudioFlix immediately of any known or suspected unauthorized use(s) of your account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your user name or password or Social Network account log-in details. You understand and agree that you will be liable for all activities that occur under any account created for your use, even if such activities were not committed by you. AudioFlix is not responsible for any loss or damage as a result of someone else using your account or password with or without your knowledge.

8. PRIVACY

AudioFlix is committed to respecting your privacy rights. All information about you including your Registration Information, any information obtained by AudioFlix as a result of your Social Network log-in, linking to a Social Network account, any Registration Information and any information stored or transmitted in any way on the Service Applications or through the use of the AudioFlix Service is subject to AudioFlix’s Privacy Policy, which can be found here. AudioFlix’s Privacy Policy is incorporated into these Terms of Service by this reference. Your activities on any Social Network are covered by its applicable terms of use and privacy policy.

9. CONTENT PROVIDED BY YOU

You understand that all data, information, text, images, software, sounds, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, on the Service Applications or through the use of any of the AudioFlix Service, are the sole responsibility of the person posting or transmitting such Content. You, and not AudioFlix, are entirely responsible for all Content that you upload, post, email, transmit, distribute or otherwise make available on the Service Applications or through the use of any of the AudioFlix Service or that is provided or transmitted through your account. You acknowledge that you will have the burden of proving that any such Content does not violate any laws or infringe any third party rights.

AudioFlix does not control user-generated Content posted on or through the Service Applications or transmitted through the use of any of the AudioFlix Service and, as such, does not guarantee the accuracy, reliability or quality of such Content. You understand that by using the Service Applications or using any of the AudioFlix Service, you may be exposed to user-generated Content that you may consider to be offensive, indecent or objectionable. Under no circumstances will AudioFlix be liable in any way for any user-generated Content including, but not limited to, any errors or omissions in any user-generated Content, or any loss or damage of any kind incurred as a result of the use of any user-generated Content posted, emailed, transmitted or otherwise made available on or through the Service Applications or through the use of any of the AudioFlix Service. You agree that AudioFlix may, in its sole discretion, refuse to post, store or transmit any Content submitted by you and may move, remove, edit or modify any such Content for any reason at any time.

You acknowledge, consent and agree that AudioFlix may access, preserve and disclose account information and/or Content that you provide if AudioFlix is required to do so by law or if it believes in good faith that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms of Service, (iii) respond to claims that any Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of AudioFlix, its employees, partners and agents or members of the public. By posting, displaying or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the AudioFlix Service, you grant AudioFlix and its affiliates, successors and assigns, a perpetual, irrevocable royalty-free, worldwide, non-exclusive license to use, reproduce, distribute, transmit, display, publicly perform, edit, translate and reformat such Content in connection with the operation of the Service Applications and/or performance of the AudioFlix Service for you by AudioFlix or any of its affiliates, successors, assigns or agents. You will not be compensated for any Content that you provide. You agree that AudioFlix may publish or otherwise disclose your name in connection with your Content. By posting, displaying or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the AudioFlix Service, you represent and warrant that you own the rights in such Content or are otherwise authorized to post, display, perform, transmit or distribute the Content.

10. USE OF THE AudioFlix SERVICE

You will comply with all applicable laws, statutes, ordinances and regulations in your use of the AudioFlix Service. AudioFlix may immediately terminate your account, or suspend access to your account, in its sole discretion and without notice, for conduct that AudioFlix reasonably believes is: (i) illegal, fraudulent, harassing or abusive, (ii) a violation of these Terms of Service or any other policies or guidelines posted on or through the Service Applications, or (iii) harmful to other users, third parties, or AudioFlix’s business. Use of your account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice. In addition, AudioFlix may terminate your account if you file any claim against AudioFlix, or any claim which in any way involves AudioFlix. Upon AudioFlix’s termination of your account for any of the forgoing reasons, (a) you may not establish a new account for a period of one (1) year from the date of termination, (b) AudioFlix will have no obligation to notify any third parties regarding such termination, and (c) you will be responsible for any damages that may result or arise out of termination of your account. You agree not to: upload, post, email, transmit, display on or through the Service Applications or make available through the use of any of the AudioFlix Service: (a) any Content that is fraudulent, misleading, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, profane, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law, regulation or standard of conduct, (b) any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), (c) any Content that infringes or misappropriates any patent, trademark, trade secret, copyright, privacy, publicity or other rights of any other person or entity, (d) any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, or (e) any material that contains any virus, Trojan horse, worm, time bomb or any other computer code, files or programs designed to damage, interfere with, intercept, misappropriate, gain control over or limit the functionality of any computer, computer network, communications device, communications system, data or personal information;

• use any of the AudioFlix Service to (1) harm minors in any way, (2) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, (3) for any commercial purpose or the benefit of any third party or any manner not permitted by these Terms of Service, (4) intentionally or unintentionally violate any applicable local, state, national or international law, or any rule or regulation having the force of law, (5) provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization, or (6) stalk or otherwise harass another

• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content displayed on or through the Service Applications or transmitted through the use of any of the AudioFlix Service;

• remove any proprietary notices from the Service Applications;

• cause, permit or authorize the modification, creation of derivative works, or translation of any Content displayed on or through the Service Applications or transmitted through the use of any of the AudioFlix Service without AudioFlix’s prior written consent;

• attempt to hack the Service Applications, or to defeat or overcome any encryption technology or security measures implemented by AudioFlix with respect any of the AudioFlix Service and/or data transmitted, processed or stored by AudioFlix;

• attempt to harvest or collect any information about or regarding other users of any of the AudioFlix Service, including, but not limited to any personal data or information;

• engage in web scraping, database scraping or any other activity for the purpose of obtaining Content, data or other information from the Service Applications for any purpose other than the use of the AudioFlix Service as expressly permitted by these Terms of Service;

• perform any meta-search or automated queries of the Service Applications or of any of the Content;

• interfere with or disrupt any of the AudioFlix Service or servers or networks connected to or operated with any of the AudioFlix Service, or disobey any requirements, procedures, policies or regulations of networks connected to or operated with any of the AudioFlix Service; and/or

• engage in any action or activity in violation of the Abuse Policy, or any other terms, conditions and policies, set forth in these Terms of Service.

11. EXPLICIT CONTENT

Certain music albums available on or through the AudioFlix Service may be subject to the Recording Industry Association of America ("RIAA") "Parental Advisory Label" (as defined at http://www.riaa.com/toolsforparents.php?content_selector=parental_advisory), or the relevant jurisdictional equivalent. The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. All individual songs from such labeled albums will be labeled as "explicit" within the AudioFlix Service ("Explicit Tracks"). If any of your searches on the AudioFlix Service return Explicit Tracks, they will be identified as such in the search results area. Note that Tracks that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. AudioFlix will have no liability or responsibility to you for any content or materials, including Explicit Tracks, that may be available in connection with the AudioFlix Service that you might find to be offensive, indecent or objectionable.

12. ADVERTISEMENTS; LINKS TO OTHER WEBSITES

The Service Applications may contain third party advertisements or promotions and/or links to other websites and applications (“Third Party Sites”). AudioFlix provides these advertisements, promotions and links as part of some of its subscription tiers (in applicable territories) or as a convenience to you and the inclusion or display of any advertisement, promotion or link does not constitute or imply any affiliation, endorsement or sponsorship by AudioFlix of any given advertiser or its products, or of any given Third Party Site or of any given content contained in the advertisement, promotion or Third Party Site. AudioFlix makes no guarantees about the accuracy, content or quality of the information, or of the products and services, provided by such advertisements, promotions or Third Party Sites and AudioFlix assumes no responsibility for misleading, objectionable or inaccurate information, or for the products and services that may be obtained from or through such advertisements, promotions or Third Party Sites. Your interaction or participation with any advertisement or promotion (or the third party sponsor thereof) or with any Third Party Site, whether on or through the Service Applications or any Third Party Sites, are solely between you and such third party and your interaction or participation is subject to the terms and conditions associated with that advertisement, promotion or Third Party Site. You acknowledge and agree that AudioFlix is not responsible or liable in any way, including for any loss or damage you incur, (i) as a result of your interaction or participation with any advertisement or promotion (or the third party sponsor thereof), whether on or through the Service Applications or any Third Party Sites, (ii) as a result of your activity or interaction on or with any Third Party Site, (iii) for any products or services, or your use thereof, that are the subject of any advertising or promotion, or (iv) for any content, advertising, products or services, or your use thereof, on or made available from any Third Party Sites.

13. WARRANTY DISCLAIMERS

You understand that the processing and transmission of communications relating to the use of any of the AudioFlix Service may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting to various networks or devices. Therefore, you agree that AudioFlix will not be responsible or liable for the timeliness, deletion, mis-delivery or failure to store any data, information or content that you provide for display on or through the Service Applications or for transmission through the use of any of the AudioFlix Service. Please read the following – it is an important disclaimer:

The Service Applications, the AudioFlix Service and all information and materials provided through the same are provided on an “as is” and “as available” basis without any warranty or condition, express or implied. To the maximum extent permissible under applicable law, AudioFlix, and each of its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, specifically disclaim all implied warranties including, without limitation, implied warranties of title, quality, performance, merchantability, fitness for a particular purpose and non-infringement. Further, no warranties will be implied by any course of dealing or course of performance.

AudioFlix makes no representation or warranty that (i) the Service Applications or the AudioFlix Service will meet your expectations or requirements, (ii) the Service Applications or the AudioFlix Service will be available, uninterrupted, timely, secure, accurate, complete or error-free, (iii) any results or information that may be obtained from the use of the Service Applications or the AudioFlix Service will be accurate, timely, complete or reliable, (iv) any errors or defects in the Service Applications or the AudioFlix Service will be corrected, or (v) the Service Applications and the AudioFlix Service and/or the servers that make the Service Applications and the AudioFlix Service available are free of viruses, clocks, timers, counters, worms, software locks, Trojan horses, trap doors, time bombs or any other harmful codes, instructions, programs or components. Operation of the Service Applications and the AudioFlix Service may be interfered with by numerous factors outside of AudioFlix’s control including, but not limited to, telecommunications network disruptions. AudioFlix is not responsible and will have no liability for any failures of the Internet or any data or telecommunications equipment, system or network used in connection with the Service Applications or the AudioFlix Service. You acknowledge that the entire risk arising out of the use, inability to use or performance of any of the AudioFlix Service remains with you to the maximum extent permissible under law. For the avoidance of doubt, no provider of a mobile application platform has any warranty obligation, or any obligation to provide maintenance and support services, with respect to any mobile Service Application or the AudioFlix Service. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. You acknowledge and agree that your sole remedy for any problems or dissatisfaction with any of the AudioFlix Service is to terminate your account and discontinue use of the Service Applications and the AudioFlix Service.

IMPORTANT if you reside in Germany: For the avoidance of doubt, AudioFlix does not disclaim warranties for intentional breach of duty or in case of purchase of software, e.g. purchase of mp3-files or other media files if you reside in or access the AudioFlix Service from Germany. This warranty disclaimer does not affect AudioFlix’s liability for damages as set out below.

14. LIMITATION OF LIABILITY

Please read the following – it is an important limitation of AudioFlix’s liability:

To the maximum extent permissible under applicable law, in no event will AudioFlix or its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, be liable with respect to the Service Applications, your use of the Service Applications or any other materials or services provided to you by AudioFlix or any other subject matter of these Terms of Service, whether based on contract, tort, strict liability or other theory, for (i) any lost or corrupted data, lost profits, loss or damage to any computer, mobile phone or other device or any special, incidental, indirect or consequential damages, even if such parties have been advised of the possibility of such damages or if such damages were foreseeable, or (ii) the cost of procuring substitute goods, services or technology. To the maximum extent permissible under applicable law, the aggregate liability of AudioFlix and its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, to you or any third party in any circumstance will not exceed one hundred dollars ($100). Some jurisdictions do not allow the exclusion of incidental or consequential damages or limitation of liability, so the above exclusions and limitations may not apply to you.

For the avoidance of doubt, to the maximum extent permissible under applicable law, no provider of a mobile application platform will have any liability to you with respect to any mobile Service Application. If you reside in Germany, notwithstanding the aforementioned limitations of liability NOTHING IN THIS AGREEMENT SHALL LIMIT AudioFlix'S LIABILITY (i) for damage from injury to life, body or health due to negligent breach of duty or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of AudioFlix or (ii) for other damage arising from a grossly negligent breach of duty by AudioFlix or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of AudioFlix; (iii) for intentional misconduct; (iv) for damage arising from a negligent breach of an obligation that is essential for the performance of the contract by AudioFlix ("Cardinal Duties" / Kardinalpflichten) to the extent that is typical and foreseeable; (v) for any guarantee given by AudioFlix to you; and (v) for any liability under the Federal Product Liability Act (Produthaftungsgesetz).

15. TERMINATION

You agree that AudioFlix, in its sole discretion and without notice or liability to you, may terminate or suspend your use of, or access to, the Service Applications or any of the AudioFlix Service at any time if AudioFlix believes in good faith that you have violated or acted inconsistently with any provision of these Terms of Service or any applicable law, rule or regulation or that you have engaged in conduct that AudioFlix reasonably determines to be inappropriate or unacceptable. AudioFlix may in its sole discretion, and at any time, discontinue providing the AudioFlix Service, or any part thereof, on notice to you.

16. INDEMNITY

You agree to defend, indemnify and hold AudioFlix and its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, together with their respective affiliates, successors, assigns, employees, consultants, agents, directors, officers, members and stockholders, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and costs) that are attributable to your actions or fault and arise out of (i) your access, use or misuse of any of the AudioFlix Service, (ii) your breach or alleged breach of these Terms of Service, (iii) your violation or of any law, rule, regulation or rights of others in connection with your use of any of the AudioFlix Service including, without limitation, infringement of anyone else’s intellectual property rights, or (iv) your use or disclosure of another person’s personal information including, without limitation, financial or credit information. Without limiting the foregoing, you acknowledge that certain countries may require you to pay a use, sales, consumption, value added or other tax in connection with your use of the AudioFlix Service. The payment of any such tax, if required, is your responsibility. The foregoing indemnity obligations will apply to any damages AudioFlix may incur in connection with your failure to pay any such tax.

17. COPYRIGHT INFRINGEMENT

AudioFlix respects the intellectual property rights of others and we ask our users to do the same. If you believe a user of the Service Applications or AudioFlix Service is infringing your copyright or the copyright of any third party, please notify AudioFlix in accordance with the following procedure: All notifications of copyright infringement must be in writing and directed to AudioFlix’s designated agent at the following mailing address, fax number or email address: 796 Cypress Crossing Trl, St. Augustine, FL 32095 and (fax) copyright@AudioFlix.com.

Each notification must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works, (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit AudioFlix to locate the material, (iv) information reasonably sufficient to permit AudioFlix to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

In the event of any copyright or other intellectual property infringement claim, you acknowledge and agree that as between AudioFlix and any provider of a mobile application platform, AudioFlix, and not any provider of a mobile application platform, will be solely responsible for the investigation and discharge of any such claim.

18. MODIFICATIONS

AudioFlix may modify or update these Terms of Service at any time without notice. Any additional or different terms in these Terms of Service will be effective upon being posted on the AudioFlix Site. It is your responsibility to review these Terms of Service periodically. Your continued use of any of the AudioFlix Service following the posting of any additional or different terms in these Terms of Service constitutes your irrevocable acceptance of those additional or different terms. AudioFlix reserves the right to add, change, modify, suspend or discontinue all or any of the AudioFlix Service, in its sole discretion, at any time. Unless expressly stated otherwise, the use of any new or existing AudioFlix Service, including the availability of services or products through the Service Applications, will be subject to these Terms of Service. In addition, AudioFlix may also impose limits on any of the AudioFlix Service or restrict your access to portions or all of the Service Applications in its sole discretion without notice or liability. AudioFlix reserves the right to refuse to provide you with access to any of the AudioFlix Service or to allow you to create a user account for any reason.

19. EQUITABLE REMEDIES

You hereby agree that AudioFlix would be irreparably damaged if these Terms of Service were not specifically enforced, and therefore you agree that AudioFlix will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Service, in addition to such other remedies as AudioFlix may otherwise have available to it under applicable laws.

20. EXPORT ADMINISTRATION

You will comply fully with all relevant export laws and regulations of the territories in which the AudioFlix Service is made available, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”). Without limiting the generality of the foregoing, you will not, and you will require your representatives not to, export, direct or transfer the Service Applications, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls. You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.

21. MISCELLANEOUS

These Terms of Service, including the Privacy Policy, Payment Terms and any other terms and conditions governing the use of the Service Applications and the AudioFlix Service incorporated herein or incorporating these Terms of Service, constitute the entire agreement between you and AudioFlix with respect to your access and use of the Service Applications and the AudioFlix Service and supersede all prior and contemporaneous agreements between you and AudioFlix relating to the same subject matter. Some jurisdictions do not allow for certain of the disclaimers, limitations and exclusions set forth in these terms of service, so the above exclusions and limitations may not apply to you. Additionally, your use of any mobile Service Application may be subject to the terms of any applicable agreement published by a mobile application platform provider or your wireless carrier. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. AudioFlix’s failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision and no waiver will be effective unless it is made in writing and signed by an authorized representative of AudioFlix. You and AudioFlix expressly acknowledge and agree that the language governing these Terms of Service, and the Privacy Policy, Payment Terms and any other terms and conditions governing the use of the Service Applications and the AudioFlix Service incorporated herein or incorporating these Terms of Service (collectively, the “Terms”), will be English. For your convenience, AudioFlix may provide you with a translation of the English language version of the Terms. In the event of any inconsistency between a non-English version of the Terms and the English version, the English version will govern your relationship with AudioFlix. In the event any litigation is brought by you or AudioFlix in connection with these Terms of Service, the prevailing party in such litigation will be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation. You acknowledge and agree that, although these Terms of Service are solely between you and AudioFlix, AudioFlix’s third party licensors, including, without limitation, its content providers (such as record labels, publishers, performance rights organizations and providers of data services) and its mobile application platform providers, are third party beneficiaries of these Terms of Service, and upon your acceptance of these Terms of Service, these third parties will have the right to enforce these Terms of Service as if they were original parties to this document. If you are, or are entering into this Terms of Service on behalf of, any agency or instrumentality of the United States Government, the Service Applications are “commercial computer software” and “commercial computer software documentation,” and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction, and disclosure of the Service Applications are governed by the terms of this Terms of Service.

22. GOVERNING LAW; JURISDICTION

If you are using the AudioFlix Service in the United States, Canada, Australia or New Zealand the following applies: These Terms of Service will be is governed by, and will be construed under, the laws of the United States of America and the laws of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 24 below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of the AudioFlix Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California and you agree to submit to the personal jurisdiction and venue of such courts. If you are using the AudioFlix Service in any country within the European Union or otherwise outside of the United States, Canada, Australia and New Zealand, except Brazil the following applies: The laws applicable to the interpretation of these Terms of Service shall be the laws of Luxembourg, without regard to any conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 24 below (and claims proceeding in any small claims court), you irrevocably submit to the personal and exclusive jurisdiction of the courts located within Luxembourg for all disputes arising out of or related to your use of any of the AudioFlix Service.

23. DISPUTE RESOLUTION

If you are using the AudioFlix Service in the United States, Canada, Australia or New Zealand Sections 24.1, 24.2, 24.3, 24.4, 24.5, 24.6, and 24,7 apply as follows:

23.1 Negotiations

Before initiating any arbitration or court proceeding, you and AudioFlix agree to first attempt to negotiate any dispute, controversy or claim related to these Terms of Service (“Claim”) (except those Claims expressly provided in Section 24.6 below) informally for at least thirty (30) days. Negotiations will begin upon written notice. AudioFlix will send its notice to your billing or other physical address (if on file with AudioFlix) and email you a copy to the email address you have provided. You will send your notice to AudioFlix, Inc., 796 Cypress Crossing Trl, St. Augustine, FL 32095.

23.2 Binding Arbitration

If the parties fail to resolve a Claim through negotiations within the above thirty (30) day period, you and AudioFlix agree that, except as provided in Section 24.6 below, all Claims will be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party will be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in these Terms of Service. In the event of a conflict between the terms set forth in this Section 24and the JAMS Rules, the terms in this Section 24 will control and prevail. Except as otherwise set forth in Section 24.6, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms of Service, (i) you and AudioFlix may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator's decision will be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND AudioFlix ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

23.3 Arbitration Fees

If you initiate arbitration for a Claim, you will only need to pay an arbitration initiation fee of $250 and we will pay all other costs charged by JAMS for initiating the arbitration. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules. Notwithstanding anything in the clause titled “Miscellaneous” above to the contrary, you will not be required to pay our attorneys’ fees or other costs if you do not prevail in the arbitration.

23.4 Location

The arbitration will take place in your hometown area, if you so notify AudioFlix in your notice of arbitration or within ten (10) days following receipt of AudioFlix’s arbitration notice. In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will be conducted in St. Augustine, Florida unless the parties agree to video, phone and/or Internet connection appearances.

23.5 Limitations

You and AudioFlix agree that any arbitration will be limited to the Claim between AudioFlix and you individually. YOU AND AudioFlix AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION WILL BE JOINED WITH ANY OTHER.

23.6 Exceptions to Negotiations and Arbitration

You and AudioFlix agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or AudioFlix’s intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such courts’ jurisdiction in lieu of arbitration. As some jurisdictions do not allow for some of the dispute resolution provisions set forth in these Terms of Service, some of these provisions may not apply to you.

23.7 Severability

You and AudioFlix agree that if any portion this “Dispute Resolution” section is found illegal or unenforceable (except any portion of Section 24.6 above), that portion will be severed and the remainder of this section will be given full force and effect. If Section 24.6 above is found to be illegal or unenforceable then neither you nor AudioFlix will elect to arbitrate any Claim falling within that portion of Section 24.6 above found to be illegal or unenforceable and such Claim will be exclusively decided by a court of competent jurisdiction within San Francisco, State of California, United States of America, and you and AudioFlix agree to submit to the personal jurisdiction of that court. If you are using the AudioFlix Service in any country within the European Union or otherwise outside of the United States, Canada, Australia and New Zealand, except Brazil Section 24.8 applies as follows:

23.8 Dispute Resolution Procedure

You agree that, in the event any dispute or claim arises out of or relates to your use of the Service Applications or the AudioFlix Service such dispute or claim shall be resolved in accordance with the following escalation procedure:

(a) you and AudioFlix will attempt in good faith to negotiate a written resolution of the matter directly between the parties;

(b) if the matter remains unresolved for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, all parties shall join in non-binding mediation services in Luxembourg with a mutually agreed mediator in an attempt to resolve the dispute;

(c) if the parties are unable to resolve the dispute following referral of the matter to mediation in accordance with clause 24.8(b) above, then they shall be free to pursue such other remedies as may be available under applicable law or these Terms of Service;

(d) should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorney's fees, even if you would otherwise be entitled to them. You further agree not to bring claims on a representative, class member basis, or as a private attorney general. In the event any litigation is brought by you or AudioFlix in connection with these Terms of Service, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

24. QUESTIONS

If you have any questions about these Terms of Service or your rights or AudioFlix’s obligations relating to any of the AudioFlix Service, please by submitting the Contact Audioflix form or you may contact us by mail at: 796 Cypress Crossing Trl, St. Augustine, FL 32095. If you are unable to resolve a complaint you may have regarding any of the AudioFlix Service.

25. ELECTRONIC COMMUNICATIONS

You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by AudioFlix to show your acceptance of the Terms of Service), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the AudioFlix Service. © 2020 AudioFlix, Inc.