Registration Terms of Service, Privacy, and End-User License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. The terms and conditions stated in this Agreement below shall at all times govern your use of the Tuff City website, its software and any content that you may see or download.

These terms of service and end-user license agreement (the "EULA.") govern your rights to the Tuff City Digital store and the digital music files ("Tuff City Downloads") you download from the Tuff City Digital store. It is a legally-binding contract between you and Tufamerica, Inc. (sometimes referred to below as "Tuff City Digital", "Tuff City", "TCD", "we", or "us" or "our") that grants you a limited license to access the Tuff City Digital store and to use the Tuff City Downloads you select. In order to purchase the right to download and access the Tuff City Downloads, you must agree to the terms of this EULA. After you have read this EULA, you can indicate your acceptance of its terms by clicking the "AGREE" button below. By installing, copying, or otherwise using the Tuff City Digital store or its software, you acknowledge that you have read the EULA and agree to be bound by its terms and conditions. If you do not agree to (or cannot comply with) the terms and conditions of this EULA, click the "DISAGREE" button and do not install, copy, or use the Tuff City Digital store, software or any Tuff City Downloads. By clicking the "DISAGREE" button, you will be unable to complete the registration process and you will not be able to download from the Tuff City Digital store.

GENERAL INFORMATION
You understand that the Tuff City Digital software includes security components that permit digital information to be protected and that limit your use and access to the Tuff City Downloads so that they may be used only in accordance with licensing rules assigned by TCD and/or its content suppliers (the "Usage Rules"). The Tuff City Downloads are encoded and licensed to you in the MP3 and/or .wav format. The approved Usage Rules, below, shall govern your rights with respect to the Tuff City Downloads regardless of whether unauthorized rules have been associated with music downloads by another party. This EULA provides: (i) information regarding your rights with respect to the Tuff City Downloads; (ii) information regarding your rights with respect to your access to the Tuff City Digital store; (iii) information regarding our Customer Service and refund policies; and (iv) other important legal information. TCD's privacy policy applies to the use of the Tuff City Digital store and its terms are made a part of this EULA by this reference.

YOUR RIGHT TO USE THE TUFF CITY DIGITAL STORE AND ITS CONTENTS.
The Tuff City Digital store and all materials on the Tuff City Digital store, including but not limited to Downloads, the streaming audio, images, software, text, and video clips (the "Content") are only for your personal use and you agree that you are purchasing Downloads for your own personal use for entertainment purposes and not for redistribution of any kind. The sale to you of any Download does not convey to you any reproduction or promotional use rights in the Tuff City Download (e.g., any uses that implicate or require synchronization rights or public performance or print music publishing rights to be obtained and/or paid with respect to the musical compositions, or any use that would result in the commercial redistribution or performance of the Tuff City Download or the musical composition underlying such download). You may not distribute, exchange, modify, sell or re-sell, or transmit to any other person any materials contained on the Tuff City Digital store, including but not limited to any text, images, audio, and video, for any business, commercial or public purpose. You may not use any technology to copy any music played on the Tuff City Digital Store, and you may not play the Tuff City Digital Store in a public space without the prior written consent of TCD and compliance with copyright law. You agree to abide by the rules and policies established from time to time by TCD. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Tuff City Digital store and related software, and may include, for example, required or automatic updates, modifications and/or reinstallations of the software, and obtaining available patches to address security, interoperability, and/or performance issues. TCD (for itself and for its content providers) reserves the right to enforce the Usage Rules with or without notice to you. As long as you comply with the EULA, TCD grants you a non-exclusive, non-transferable, limited right to enter, display, and use the Tuff City Digital store. Downloads and other materials contained in the Tuff City Digital store may be owned by TCD or by third parties.
In all circumstances, you understand and acknowledge that your rights with respect to Content you obtain for use in connection with the software and the Tuff City Digital store will be limited by copyright law and by the usage rules, as described in this Agreement. You agree not to interrupt or attempt to interrupt the operation of the Tuff City Digital store in any way. Except as provided herein, all other non-enumerated uses of the Tuff City Digital store are prohibited and shall constitute a violation of the terms of this Agreement.

DOWNLOADS LICENSE AND LIMITATIONS ON USE.
TCD hereby grants you a non-exclusive, non-transferable, revocable license to use the TCD Downloads in accordance with the following limitations (the "Limitations on Use"): Permitted Uses: You shall be authorized to use TCD Downloads only for personal, noncommercial use. You may play the TCD Downloads on up to five (5) computers at the same time, copy, store and burn single-track TCD Downloads as reasonably necessary for personal, noncommercial use. . TCD's permitting burning or transferring of the TCD Downloads shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners of the sound recording and underlying musical composition embodied in the TCD Download. Except as provided herein, all other non-enumerated uses of the TCD Downloads are prohibited and shall constitute a violation of the terms of this Agreement.

OBJECTIONABLE MATERIAL
You understand that by using the Tuff City Digital Store, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to use the Tuff City Digital Store at your sole risk and TCD shall have no liability to you for material that may be found to be offensive, indecent, or objectionable. TCD product descriptions are provided for convenience, and you agree that TCD does not guarantee their accuracy

WARNING: TCD may use watermarking technology. Any Downloads which are subsequently uploaded or fileshared by you will be indelibly watermarked with your IP address and other information. This information will be made accessible to the authorities upon request so as to support the ongoing efforts to discourage copyright infringement. YOU AGREE NOT TO UPLOAD OR FILESHARE the music you purchase from the Tuff City Digital store.

OWNERSHIP OF INTELLECTUAL PROPERY.
All Content on the Tuff City Digital store is protected by copyright under U.S. law, international conventions, and other copyright laws.
You agree that the TCD Digital Store, including but not limited to products, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the TCD Digital Store, contains proprietary information and material that is owned by TCD and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the TCD Digital Store in compliance with this Agreement. No portion of the TCD Digital Store may be reproduced in any form or by any means, except as expressly permitted in these terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the TCD Digital Store in any manner, and you shall not exploit the TCD Digital Store in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. You cannot use the Content except as specified herein. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. There are a number of proprietary logos, service marks, and trademarks (collectively, the "Trademarks") found on the Tuff City Digital store that are owned by TCD and other third parties. Nothing contained on the Tuff City Digital store should be construed as granting by estoppel or otherwise, any license or right to use to any Trademark displayed on the Tuff City Digital store.

YOUR ACCOUNT AND PASSWORD
Registration with the Tuff City Digital store will require you to open an account (including setting up a unique ID and password). You may only open an account for yourself, and not for any other person.
You warrant that the information you provide to TCD during the registration process and any other communications with TCD, is true, correct, complete, and current and you agree to update such information as necessary so that it remains current, accurate, and complete. You agree that any information provided by you to us will not violate any law or regulation or infringe the rights of any third party. By opening an account, you are certifying that you are capable of entering a contract under the laws of your jurisdiction. You will be asked during the registration process to provide TCD with your credit card or payment information. You acknowledge and agree that the complete privacy of your data and messages transmitted while registering or using the Tuff City Digital store cannot be guaranteed. You agree that you will consult the terms and conditions that are imposed by your credit card issuer for notification requirements and limitations on your liability for loss, theft, or unauthorized use of your credit card. You agree that you, and not TCD, will be solely responsible for the payment of all amounts billed to your credit card by unauthorized third parties. You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any activity that occurs under your Tuff City Digital store account. You agree to notify TCD immediately of any unauthorized use of your account or password, or any other breach of security. However, you may be held liable for losses incurred by TCD, its third party licensors, or by any other user of or visitor to the Tuff City Digital store due to someone else using your unique ID, password or account. No person may use anyone else's unique ID, password or account at any time. TCD and its third party licensors cannot and will not be liable for any loss or damage arising from any failure on the part of any person to comply with these obligations.

PRIVACY POLICY.
You are required to provide certain contact and personal information when you open your account with TCD: All information provided by you to TCD shall be and shall at all times remain subject to our privacy policy ("Privacy Policy"): You agree that we will store you name, address and e-mail information for use in connection with the provision of TCD's services hereunder. The Privacy Policy's terms and conditions may be adjusted from time to time without further notice to you, and as a condition of using TCD's services, you hereby expressly waive your right to such notice. You hereby warrant and represent that you have read our Privacy Policy and agree to its terms and hereby consent to our collection, use and disclosure of your personal information consistent with the terms and conditions of the Privacy Policy as set forth herein.

EMAIL COMMUNICATION.
By establishing an account with TCD, you expressly grant permission for TCD to communicate with you via e-mail at the e-mail address you provide.

RULES FOR KIDS.
This Tuff City Digital store is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
If you are under the age of 13, you may not create an account with the Tuff City Digital store and you shall not be eligible to participate in any promotions, and you are asked not to provide any personal information to us.

REFUND POLICY
There are no refunds once a TCD Download is purchased. When you click the "Buy Now" button, or other button confirming your purchase, your music purchases are charged to the credit card or authorized payment method contained in your Tuff City Digital store account.

PRICES, TAXES, SPECIAL OFFERS AND PROMOTIONS.
Features, specifications, services and/or prices offered from the Tuff City Digital store may change at any time without notice and TCD does not provide price protection or refunds in the event of a price drop or a promotional offering. Purchases from the Tuff City Digital store may include sales tax (where applicable) and such tax will be based on the bill-to address. In such cases, the sales tax rate in effect at the time the TCD Download occurs will apply. If the applicable sales tax rate changes before the TCD Download has been completed, the new tax rate, effective at the time of the completion of the TCD Download, will apply. You are not eligible for tax exemptions for purchases made from the Tuff City Digital store.
Other product and service limitations and disclaimers may apply.
Special product or service offerings and promotions displayed on the Tuff City Digital store are considered no longer valid once they are removed from the Tuff City Digital store. Additionally, all offerings and promotions are subject to change or cancellation at any time without notice.

CUSTOMER SERVICE.
Customer Service can be accessed by entering the following URL into your Internet browser window: http://www.Tuff City Digital.com/support

TCD's RIGHT TO CHANGE THE TUFF CITY DIGITAL STORE, THESE TERMS OF SERVICES OR THE EULA TCD may add to, change or remove any part of the EULA at any time, without notice. By accepting the terms of this Agreement, you hereby expressly waive any right to notice regarding changes to this Agreement. Any changes to the EULA apply as soon as they are posted.
You should therefore periodically visit this page by clicking on the hyperlink entitled "Terms of Service/EULA" at the bottom of the Tuff City Digital store web pages to review the then-current Terms of Service and EULA. By continuing to use the Tuff City Digital store after any changes are posted, you are indicating your acceptance of those changes. TCD and/or the owners of the Content may add, change, discontinue, remove, or suspend any materials posted on the Tuff City Digital store, including features and specifications of products described or depicted on the Tuff City Digital store, temporarily or permanently, at any time, without notice and without liability.

Electronic Signatures and Contracts.
Your use of the Tuff City Digital store includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. YOU AGREE THAT ANY ELECTRONIC SUBMISSIONS, INCLUDING BUT NOT LIMITED TO CLICKING 'AGREE' OR ANY OTHER AFFIRMATIVE ACKNOWLEDGEMENTS, ARE INTENDED TO BE AN AFFIRMATION OF YOUR SIGNATURE AND WILL BE BINDING TO THE FULLEST EXTENT OF THE LAW IN THE ABSENCE OF A PHYSICAL SIGNATURE.

RISK OF USE.
TCD, its licensors, suppliers and affiliates assume no responsibility, and shall not be liable for, any damages to, or viruses that may damage your computer equipment or other property on account of your access to, use of, or browsing in the streaming or downloading of any materials, software, data, text, images, video, or audio from the Tuff City Digital store or any other way, whether or not linked from the Tuff City Digital store.

No Responsibility for Third-Party Materials or Web sites.
Certain content, Products, and services available via Tuff City Digital may include materials from third parties. In addition, TCD may provide links to certain third party websites. You acknowledge and agree that TCD is not responsible for examining or evaluating the content or accuracy of any such third-party material or Web sites. TCD does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. Links to other websites are provided solely as a convenience to you. Your linking is entirely at your own risk.

WARRANTIES AND DISCLAIMER OF WARRANTIES.
THE TUFF CITY DIGITAL STORE, THE CONTENT, AND THE TCD DOWNLOADS ARE PROVIDED SOLELY ON AN "AS-IS" BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TCD AND ITS LICENSORS, SUPPLIERS AND AFFILIATES: (1) DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE TUFF CITY DIGITAL STORE, THE CONTENT, OR THE TCD DOWNLOADS; (2) EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OR MERCHANTABILITY, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE; AND (3) DO NOT WARRANT THAT THE TUFF CITY DIGITAL STORE, THE TCD DOWNLOADS OR YOUR USE THEREOF OR THE CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE. YOUR SOLE AND EXCLUSIVE REMEDY AND WARRANTY AND TCD's AND ITS LICENSORS', SUPPLIERS' OR AFFILIATESSOLE OBLIGATION AND LIABILITY HEREUNDER WITH REPSECT TO THE TUFF CITY DIGITAL STORE, THE CONTENT, AND THE TCD DOWNLOADS WILL BE, AT TCD's SOLE OPTION, REPLACEMENT OF THE DEFECTIVE TCD DOWNLOAD(S) OR A WHOLE OR FULL REFUND OF THE PURCHASE PRICE PAID BY YOU FOR THE DEFECTIVE TCD DOWNLOAD(S).

LIMITATION OF LIABILITY.
EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, IN NO EVENT WILL TCD, ITS LICENSORS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED, ARISING FROM OR RELATING TO THE TUFF CITY DIGITAL STORE, THE CONTENT, THE TCD DOWNLOADS, THE EULA OR THE SUBJECT MATTER OF IT UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO (1) DAMAGES ARISING FROM LOSS OF DATA; AND (2) DAMAGES ARISING FROM YOUR USE OF THE CONTENT OR THE TCD DOWNLOADS IN VIOLATION OF THIS EULA, INCLUDING THE LIMITATIONS ON USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION.
You will defend and indemnify TCD and its licensors, distributors, suppliers and affiliates (and their respective officers, directors, employees, and agents) against any and all claims, losses, damages, liabilities, deficiencies, judgments, assessments, fines, costs and other expenses (including reasonable attorney's fees) arising from or relating to your use of the Tuff City Digital store, the TCD Downloads or Content in violation of this EULA

TERMINATION.
This EULA and your rights to access, download and use the TCD Downloads are subject to immediate termination, without notice, if you breach any provision of this EULA or if you use the Content or TCD Downloads in violation of this EULA. If such termination without notice is expressly prohibited by applicable law, then such termination will occur upon notice of any such breach. Upon termination, you must: (i) cease all use of the Tuff City Digital store, the Content, and the TCD Downloads, (ii) destroy all electronic files of the Content and TCD Downloads and (iii) return all physical copies of the Content and TCD Downloads recorded in recordable blank media to TCD.

CHOICE OF LAW AND VENUE.
This EULA will be governed by the laws of the state of New York, without regard to its conflicts of law principles. You agree that any claim or dispute arising out of or relating to this EULA will be brought in an appropriate state or federal court located in New York County, New York. You agree to submit to the exclusive jurisdiction and venue of these courts and waive any jurisdictional, venue or inconvenient forum objections to such courts. THE PARTIES SHALL NOT RAISE IN CONNECTION THEREWITH, AND HEREBY WAIVE, TRIAL BY JURY AND/OR ANY DEFENSES BASED UPON THE VENUE, THE INCONVENIENCE OF THE FORUM, LACK OF PERSONAL JURISDICTION, THE SUFFICIENCY OF SERVICE OF PROCESS OR THE LIKE IN ANY SUCH ACTION OR SUIT.

SURVIVAL.
The paragraphs entitled "INDEMNIFICATION" and "CHOICE OF LAW AND VENUE" will survive termination of this EULA

ENTIRE AGREEMENT AND SEVERABILITY.
This EULA constitutes the entire agreement between you and TCD with respect to its subject matter. No employee or agent of TCD has the authority to alter or vary any of the policies of TCD, the Tuff City Digital store or the EULA. If any part of this EULA is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this EULA will be interpreted so as to reasonably effect the intention of the parties.