WEB SITE USER AGREEMENT
The Sounddogs.com web sites and related Internet media properties (the "Site")
is an online information service provided by Sounddogs.com corporation
(Sounddogs.com"), subject to your compliance with the terms and conditions set
forth below.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY
ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS
SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS,
YOU MAY NOT ACCESS OR USE THE SITE. SOUNDDOGS.COM MAY MODIFY THIS AGREEMENT AT
ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF
THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT
PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE
OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED
AGREEMENT.
1. Copyright, Licenses and Idea Submissions.
Domestic and International copyright and trademark laws protect the entire
contents of the Site. The owners of the intellectual property, copyrights and
trademarks are Sounddogs.com, its affiliates or other third party licensors.
YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR
DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS,
CODE AND/OR SOFTWARE.
You may print and download portions of material from the different areas of the
Site solely for your own non-commercial use provided that you agree not to
change or delete any copyright or proprietary notices from the materials. You
agree that you shall have no recourse against Sounddogs.com for any alleged or
actual infringement or misappropriation of any proprietary right in your
communications to Sounddogs.com. If you believe that content appearing on the
Site constitutes copyright infringement of another party's rights, please email
us
support@sounddogs.com
2. Trademarks.
Sounddogs.com, Inc. or its Web sites, publications, products, content or
services referenced herein or on the Site are the exclusive trademarks or
servicemarks of Sounddogs.com, including the "look" and "feel" of the Site,
Sounddogs.com's color combinations, layout, and all other graphical elements.
Any use of Sounddogs.com's trademarks is strictly prohibited without the
express permission from Sounddogs.com. Other product and company names
mentioned in the Site may be the trademarks of their respective owners.
3. Use of the Site.
You understand that, except for information, products or services clearly
identified as being supplied by Sounddogs.com, Sounddogs.com does not operate,
control or endorse any information, products or services on the Internet in any
way. Except for Sounddogs.com- identified information, products or services,
all information, products and services offered through the Site or on the
Internet generally are offered by third parties that are not affiliated with
Sounddogs.com. You also understand that Sounddogs.com cannot and does not
guarantee or warrant that files available for downloading through the Site will
be free of infection or viruses, worms, Trojan horses or other code that
manifest contaminating or destructive properties. You are responsible for
implementing sufficient procedures and checkpoints to satisfy your particular
requirements for accuracy of data input and output, and for maintaining a means
external to the Site for the reconstruction of any lost data.
In connection with your use of the Site, you agree you will not:
a) Transmit any message, information, data, text, software or images, or other
content ("Material") that is unlawful, harmful, threatening, abusive,
harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise
objectionable that may invade another's right of privacy or publicity;
b) Impersonate any person or entity, including but not limited to, a
Sounddogs.com official or representative or falsely state or otherwise
misrepresent your affiliation with a person or entity;
c) Post or transmit any Material that you do not have a right to reproduce,
display or transmit under any law or under contractual or fiduciary
relationships (such as nondisclosure agreements);
d) Violate any applicable local, state, national or international law;
e) Upload or transmit any Material that infringes any patent, trademark, trade
secret, copyright or other proprietary rights of any party;
f) Create similar derivative works or revise any Material posted by any other
person or entity; or
g) Manipulate or otherwise display the Site by using framing or similar
navigational technology.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE
INTERNET. SOUNDDOGS.COM PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND
DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR
ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR
NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR
SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND
SOUNDDOGS.COM SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER
DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR
RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL
OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH
THE SERVICE OR ON THE INTERNET GENERALLY. YOU UNDERSTAND FURTHER THAT THE
INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY
BE OFFENSIVE TO YOU. YOU ACCESS SUCH MATERIALS AT YOUR RISK. SOUNDDOGS.COM HAS
NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.
LIMITATION OF LIABILITY
IN NO EVENT WILL SOUNDDOGS.COM BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL,
OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE)
ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION,
OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY
DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF SOUNDDOGS.COM OR ITS AUTHORIZED
REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II)
ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE
SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN SUCH STATES, SOUNDDOGS.COM'S LIABILITY IS LIMITED TO THE GREATEST EXTENT
PERMITTED BY LAW.
4. Equipment.
You shall be responsible for obtaining and maintaining all telephone, computer
hardware and other equipment needed for access to and use of the Site and all
charges related thereto.
5. Indemnification.
You agree to indemnify, defend and hold harmless Sounddogs.com, its officers,
directors, employees, agents, licensors, suppliers and any third party
information providers to the Site from and against all losses, expenses,
damages and costs, including attorneys' fees, resulting from any violation of
this Agreement (including negligent or wrongful conduct) by you or your use and
access of the Site.
6. Third Party Rights.
The provisions of paragraphs 3 (Use of the Site), and 5 (Indemnification) are
for the benefit of Sounddogs.com and its officers, directors, employees,
agents, licensors, suppliers, and any third party information providers to the
Site. Each of these individuals or entities shall have the right to assert and
enforce those provisions directly against you on its own behalf.
7.Term; Termination.
Either party without notice may terminate this Agreement at any time for any
reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea
Submissions), 3 (Use of the Site), 5 (Indemnification), 6 (Third Party Rights)
and 11 (Miscellaneous) shall survive any termination of this Agreement.
8. Special Admonitions for International Use.
Recognizing the global nature of the Internet, you agree to comply with all
local rules including, without limitation, rules about the Internet, data,
e-mail, or privacy. Specifically, you agree to comply with all applicable laws
regarding the transmission of technical data exported from the United States or
the country in which you reside.
9. Dealings with Third Parties.
Your participation, correspondence or business dealings with any third party
found on or through the Site, regarding the payment and delivery of related
goods or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between you and such
third party. You agree that Sounddogs.com shall not be responsible or liable
for any loss, damage or other matters of any sort incurred as the result of any
such dealings.
10. Links.
The Site may provide, or third parties may provide, links to non-Sounddogs.com
Internet World Wide Web sites or resources. Because Sounddogs.com has no
control over such sites and resources, you acknowledge and agree that
Sounddogs.com is not responsible for the availability of such external sites or
resources, and does not endorse and is not responsible or liable for any
content, advertising, products, or other materials on or available from such
sites or resources. You further acknowledge and agree that Sounddogs.com shall
not be responsible or liable, directly or indirectly, for any damage or loss
caused or alleged to be caused by or in connection with use of or reliance on
any such content, goods or services available on or through any such site or
resource.
11. Miscellaneous. This Agreement shall all be governed and construed in
accordance with the laws of the State of Connecticut applicable to agreements
made and to be performed in Connecticut. You agree that any legal action or
proceeding between Sounddogs.com and you for any purpose concerning this
Agreement or the parties' obligations hereunder shall be brought exclusively in
a federal or state court of competent jurisdiction sitting in the county of
Fairfield, state of Connecticut. Any cause of action or claim you may have with
respect to the Site must be commenced within one (1) year after the claim or
cause of action arises or such claim or cause of action is barred.
Sounddogs.com's failure to insist upon or enforce strict performance of any
provision of this Agreement shall not be construed as a waiver of any provision
or right. Neither the course of conduct between the parties nor trade practice
shall act to modify any provision of this Agreement. Sounddogs.com may assign
its rights and duties under this Agreement to any party at any time without
notice to you.
Any rights not expressly granted herein are reserved.
Some of the information on this Web site may contain projections or other
forward-looking statements regarding future events or the future financial
performance of Sounddogs.com Corporation. We wish to caution you that these
statements are only predictions and that the actual events or results may
differ materially. The company files documents from time to time with the
Securities and Exchange Commission, specifically, our most recent prospectus.
These documents contain and identify important factors that could cause the
actual results to differ materially from those contained in our projections or
forward-looking statements. They include, among others, potential fluctuations
in quarterly results, retention and dependence on personnel; dependence on
Internet advertising and a limited number of advertisers, rapid technological
and market change, competition, risks associated with Internet infrastructure,
volatility of stock price, limited protection of intellectual property, and
future growth subject to risks. Linux is a registered trademark of Linus
Torvalds. Jini, Java, and JavaScript are trademarks of Sun Microsystems, Inc.
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