NetQast Media, Inc.

TERMS OF USE

(Effective January 1, 2010)

Welcome to NetQast.com. NetQast provides website features to you subject to the following conditions. If you visit or shop at NetQast.com, you accept these conditions. Please read them carefully. In addition, when you use any current or future NetQast service or business you also will be subject to the guidelines, terms and agreements ("Terms") applicable to such service or business. If these conditions are inconsistent with such Terms, the Terms will control.

Users who are artists and who would like to have their music included in Podcasts and sell Products for digital download must also enter into the Artist Agreement, found here: http://www.netqast.com/Artist Agreement. NetQast allows all Users to browse the Site, sign-up to receive Podcasts and purchase Products from the Site. NetQast may also offer a number of other services and products on its Site, such as message boards, blogs, contests, and newsletters, which may change from time to time.

We may from time to time modify these terms of use and will post a copy of the amended Agreement at http://www.netqast.com/legal/. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the NetQast Services. You will be deemed to have accepted the Agreement as amended if you continue to use any of the NetQast Services after any amendments are posted on the Site.

PARENTAL ADVISORY. IF YOU ARE A USER BETWEEN THE AGES OF 13 AND 17, PLEASE REVIEW THESE TERMS OF USE WITH YOUR PARENTS. THE NetQast SERVICES ARE NOT DESIGNED TO ATTRACT CHILDREN UNDER THE AGE OF 13 AND WE DO NOT INTENTIONALLY COLLECT PERSONAL INFORMATION FROM CHILDREN ON OUR SITE. BECAUSE THE NETQAST SERVICES MAY PROVIDE ACCESS TO MUSIC THAT CONTAINS EXPLICIT CONTENT INCLUDING STRONG LANGUAGE OR DEPICTIONS OF VIOLENCE, SEX OR SUBSTANCE ABUSE, PARENTAL DISCRETION IS ADVISED FOR ALL USERS AGES 13 TO 17.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING OR SUBSCRIBING TO THE NetQast SERVICES. YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ORDER FOR YOU TO HAVE ACCESS TO THE NetQast SERVICES, THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE NetQast SERVICES. YOU MAY BE DENIED ACCESS TO THE NetQast SERVICES, WITH OR WITHOUT PRIOR NOTICE TO YOU, FOR NONCOMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT.

PRIVACY

Please review our Privacy Policy, which also governs your visit to NetQast.com, to understand our practices.

REGISTRATION

To use any aspect of the NetQast Services, you may be required to register and provide certain information, including a member or user name, a password and a valid email address (the "Account Information"). You agree to provide accurate Account Information and to update your Account Information as necessary to keep it accurate. NetQast will use your Account Information in accordance with its privacy policy [www.netqast.com/privacy]. By providing NetQast your email address, you consent to our using the email address to send you Service-related notices, including among other things notices required by law, in lieu of postal mail. We may also use your email address to send you other messages, including information about NetQast and special offers.

Age Requirement: In order to use any of the NetQast services, you must be at least 13 years of age. You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement and (ii) you are at least 13 years old. If you do not agree to, or cannot comply with, any of these terms and conditions of this Agreement, please do not check the acceptance box and do not attempt to access any of the NetQast Services.

Compliance With Terms of Use and Applicable Law. You must comply with all of the terms and conditions of these Terms of Use, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the NetQast Services and the Site.

Your License to Use the Site and the NetQast Service.

LICENSE AND SITE ACCESS

NetQast grants you a limited, non-exclusive, non-transferable license to access and make personal use of this site for personal, non-commercial purposes only. Any violation by you of the license provisions contained herein may result in the immediate termination of your right to use the NetQast services. NetQast reserves all right title and interest not expressly granted under this license to the fullest extent possible under applicable laws. Any use of the NetQast services not specifically permitted under this agreement is strictly prohibited.

This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of NetQast. You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the NetQast Services or any portion of them. You may not circumvent any technology used by NetQast or its licensors to protect content accessible via the NetQast Services. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of NetQast without express written consent. You may not use any meta tags or any other "hidden text" utilizing NetQast's name or trademarks without the express written consent of NetQast. Any unauthorized use terminates the permission or license granted by NetQast. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of NetQast.com so long as the link does not portray NetQast, or its products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any NetQast logo or other proprietary graphic or trademark as part of the link without express written permission.

This Section does not pertain to your intellectual property rights. Any rights relating to materials that you upload to the Site are covered by the Artist Agreement

Third-Party Services: NetQast may use third parties to provide certain services accessible through the Site. NetQast does not control those third parties or their services, and you agree that NetQast will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these Terms when you use these services. If any such terms or policies conflict with NetQast's Terms, agreements or policies, you must comply with NetQast's TERMS, agreements or policies, as applicable.

COPYRIGHT

All content included on this site, such as text, graphics, logos, button icons, images, podcasts, audio clips, digital downloads, data compilations, and software, is the property of NetQast or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of NetQast and protected by U.S. and international copyright laws. All software used on this site is the property of NetQast or its software suppliers and protected by United States and international copyright laws.

ELECTRONIC COMMUNICATIONS

When you visit NetQast.com or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

YOUR ACCOUNT

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you are under 18, you may use NetQast.com only with involvement of a parent or guardian. NetQast reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT

Visitors may post ratings, reviews, comments, photos, and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. NetQast reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

If you do post content or submit material, and unless we indicate otherwise, (as in the Artist Agreement) you grant NetQast a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant NetQast and sub licensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify NetQast for all claims resulting from content you supply. NetQast has the right but not the obligation to monitor and edit or remove any activity or content. NetQast takes no responsibility and assumes no liability for any content posted by you or any third party.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY NetQast ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. NetQast MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, NetQast DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NetQast DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE; THEIR SERVERS; OR E-MAIL SENT FROM NetQast ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NetQast WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

YOU WILL INDEMNIFY AND HOLD NETQAST, IT'S DIRECTORS, OFFICERS, EMPLOYEES, MANAGERS, SHAREHOLDERS, REPRESENTATIVES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS HARMLESS WITH RESPECT TO ANY DAMAGE, LOSS, EXPENSE (INCLUDING WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS), SUITS OR CLAIMS ARISING OUT OF (1) YOUR BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY INFRINGEMENT OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II) YOUR USE OF THE NETQAST SERVICES. IF YOU HAVE TO INDEMNIFY NETQAST UNDER THIS SECTION, NETQAST WILL HAVE THE RIGHT TO CONTROL THE DEFENSE, SETTLEMENT AND RESOLUTION OF ANY CLAIM AT YOUR SOLE EXPENSE. YOU MAY NOT SETTLE OR OTHERWISE RESOLVE ANY CLAIM WITHOUT NETQAST'S EXPRESS WRITTEN CONSENT.

APPLICABLE LAW

By visiting NetQast.com, you agree that the laws of the state of Colorado, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and NetQast.

DISPUTES

All disputes arising out of, relating to or connected with these Terms of Use or your use of any part of the NetQast Service will be exclusively resolved under confidential binding arbitration held in Denver County, Colorado before and in accordance with the Rules of the American Arbitration Association, by a sole arbitrator applying Colorado law (without regard for conflicts of law principles). The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use will be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise. Any action to enforce an arbitrator's award will be brought in a federal or state court located in Denver County, Colorado, and each party hereby irrevocably submits to the personal jurisdiction of such court. By entering into these Terms of Use, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claim arising out of, relating to or connected with these Terms of Use or your use of any part of the NetQast Service must be asserted individually.

SITE POLICIES, MODIFICATION, AND SEVERABILITY

We reserve the right to make changes to our site, policies, and these Terms of Use at any time. If any of these terms shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

TERM

This agreement will remain in effect until terminated by you or by NetQast.

OTHER IMPORTANT PROVISIONS

You shall not use the Service in any manner contrary to local, state or federal law. NetQast expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) and reserves the right to terminate your Service immediately upon notice of your failure to comply with any such local, state or federal law.

Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.

No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.

You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void from inception.

This Agreement, together with our Privacy Policy and any other rules, regulations, procedures and policies which we refer to and which are hereby incorporated herein by this reference, constitutes the entire agreement between you and us with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Service.

Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.

To the extent it may be applicable, you agree with us to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

OUR ADDRESS

NetQast Media, Inc.
P.O. Box 480971
Denver, Colorado 80248
http://www.netqast.com