PUFFROCKS - TERMS AND CONDITIONS

Puffrocks TERMS AND CONDITIONS

Effective January 1, 2005

This document (the "Agreement") is a legal contract between you and Puffrocks, that governs your use of Puffrocks's online music services. If you register for Puffrocks's membership service (the "Membership Service"), all the terms below will apply to you including the terms in the section below headed *Membership Service Addendum will also apply. That is, members of the Membership Service can access all of the features of Puffrocks and they will also be able to access the extra features described in the Membership Service Addendum.

NOTICE

Puffrocks may from time to time modify these terms and will post a copy of the amended Agreement at http://puffrocks.com If you do not agree to (or cannot comply with) the Agreement as amended, your only remedy is to stop using the Service or, if applicable, cancel your Membership Service subscription. You will be deemed to have accepted the Agreement as amended if you continue to use the Service after any amendments are posted.

AGE REQUIREMENT

You must be at least 18 years of age to agree to and enter into this Agreement on your own behalf and to register for use of the Service. If you are under 18 but at least 13 years of age, you must present this Agreement to your parent or legal guardian, and he or she must check the box below to enter into this Agreement on your behalf. Children under the age of 13 may not register for this Service, and parents or legal guardians may not register on their behalf. By checking the box indicating your acceptance to this Agreement, you represent that (i) you have read, understood and agree to be bound by this Agreement and (ii) you are at least 18 years old, either entering into this Agreement for yourself or entering on behalf of your child or a child in your legal care. If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his or her use of the Service, including all financial charges and legal liability that he or she may incur. If you do not agree to (or cannot comply with) any of these terms and conditions, do not check the acceptance box and do not attempt to access the Service.

DESCRIPTION OF SERVICE

The Service allows you to listen to Samples (as defined below) and obtain downloads of sound recordings ("Tracks") and related digital content ("Materials"). The Puffrocks Service, the Tracks and the Materials are only for your personal, non-commercial use.

REGISTRATION

To use the Service, you must register and provide certain information, including a member (user) name, a password and a valid email address ("Registration Data"). You agree to provide accurate Registration Data and to update your Registration Data as necessary to keep it accurate. Puffrocks will use your Registration Data in accordance with its privacy policy, which you can review at http://puffrocks.com You agree that you will not allow others to use your member name, password and/or account and you are solely responsible for maintaining the confidentiality and security of your account. You agree to notify Puffrocks immediately of any unauthorized use of your password and/or account. Puffrocks shall not be responsible for any losses arising out of the unauthorized use of your member name, password and/or account and you agree to indemnify and hold harmless Puffrocks, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.

USE OF SERVICE, TRACKS AND MATERIALS

Tracks and Materials. The Tracks and Materials are owned by Puffrocks, its business partners, affiliates and/or licensors, as applicable, and are protected by intellectual property laws. You agree that the content rights holders that license their musical or other content to Puffrocks for use in the Service are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern their content. You understand that your use of the Tracks and Materials is subject to the Usage Rules discussed below. You may not authorize, encourage or allow any Tracks or Materials used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by anyone else. You agree to advise Puffrocks promptly of any such unauthorized use(s).

Usage Rules. Your access to and/or use of any Track(s) will be limited by the rules assigned to the Track(s) by Puffrocks ("Usage Rules") and described in this section. You may not attempt (or support others' attempts) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with any Usage Rules or Tracks. Puffrocks reserves the rights to modify the Usage Rules at any time.

A "Sample" is a portion of a Track or, in some cases, an entire Track or promotional music video that you can play (and, if applicable, view) directly from and while you are logged on to the Service. You may not attempt to capture, copy, or download a Sample.

A "Purchased Track" is a Track that you may (1) save to the hard drives of up to three (3) of your personal computers and play back at any time, (2) burn to a CD and/or (3) transfer to a compatible portable device. Any security technology that is provided with a Purchased Track is an inseparable part of it. If you have Purchased Tracks, it is your responsibility not to lose, destroy or damage them. Puffrocks shall have no liability to you in the event of any such loss, destruction, or damage.

You may transfer a Purchased Track an unlimited number of times to portable devices that are compatible with the Service's Usage Rules and security requirements. Once you have transferred a Purchased Track to a compatible portable device, you agree not to copy, distribute, or transfer it from that device to any other media or device.

The burning or transfer capabilities provided for herein shall not operate to waive or limit any rights of the copyright owners in Tracks or Materials or any works embodied in them.

All rights not expressly granted to you in this Agreement are reserved to Puffrocks and/or its licensors.

Puffrocks does not represent or guarantee that the Client will successfully import or support any song files that are not Tracks. Further, Puffrocks does not purport to grant you any rights to use any such song files. Your use of such song files must be subject to another grant of rights that you have received from the copyright holder(s) and any other legal rights holders (please note that there may be more than one copyright involved in any track). If you violate the copyright laws, there may be fines or criminal charges brought against you, even if you don't get any commercial benefit from the illegal copies. You agree to indemnify and hold harmless Puffrocks, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for all claims resulting from your use of such song files and/or from your violation of any copyright laws by such use.

Loss of Rights by Puffrocks. Puffrocks may at any time lose the right to make certain Tracks and/or Materials available. In such event, you will no longer be able to obtain these Tracks and/or Materials.

Delivery of Products. On occasion, technical problems may delay or prevent delivery of Purchased Tracks and Materials to you. Your sole remedy with respect to Purchased Tracks and any Materials that are not delivered will be either replacement of such products or refund of the price paid for such content, at Puffrocks's discretion.

Customer Support. Please direct any questions concerning the Client, the Service, billing and/or Usage Rules to a Puffrocks customer service representative.

Monitoring Public Areas. The Service may have features that allow you to exchange messages with other members (via "Public Areas"). The text of any Puffrocks message is also considered to be a "Public Area." Puffrocks may, but is not obliged to, restrict your use of Puffrocks, monitor any activity or edit or remove content in Public Areas, or restrict access by other members to your Puffrocks messages. Puffrocks takes no responsibility and assumes no liability for any content, materials, messages and the like that you or any other member posts to or views in a Public Area or makes available via a "Public Profile," or sends to or receives from another member over Puffrocks or an instant messenger system. You agree to indemnify and hold harmless Puffrocks, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, from and against all claims resulting from content, messages, materials and the like that you post to any Public Area, including by sending via Puffrocks.

Restrictions. You may not use the Service to transmit, display, perform or otherwise make available any messages, content or materials (i) that are illegal, obscene, threatening, of a "spamming" nature, defamatory, or invasive of privacy; (ii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer systems; or (iii) that infringe third-party rights or harm minors in any way. You may not interfere with or disrupt the Service or any networks connected to or by the Service. In addition, you may not use a false email address or otherwise mislead other members as to your identity or to the origin of a message or content. By posting messages, inputting data, or engaging in any other form of communication through the Service, you agree that Puffrocks may copy, sublicense, adapt, transmit, publicly perform or display any such content to provide and/or promote the Service and/or to respond to any legal requirement, claim or threat. If Puffrocks's use of such content exploits any proprietary rights you may have in such material, you agree that Puffrocks has an unrestricted, royalty-free, non-exclusive and perpetual worldwide right do so. You agree that any loss or damage of any kind that occurs as a result of the use of any messages, content or material that you upload, post, transmit, display or otherwise make available through your use of the Service is solely your responsibility.

CHARGES / BILLING

Agreement to Pay. You agree to pay for all Tracks and Materials that you purchase through the Service and Puffrocks may charge your credit card for any such payment(s). Puffrocks may, in its discretion, post charges to your credit card individually or may aggregate your charges with other purchases you make on the Service. You are responsible for keeping your account secure and confidential and you will be responsible for any charges that are incurred by any person through your account. All charges will be billed to the credit card you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that information in the "Member Information" section of the "My Account" area.

Right to Change Prices. All prices for products within the Service are subject to change by Puffrocks at any time.

Taxes. Prices quoted are generally inclusive of any applicable taxes, including sales taxes. Puffrocks reserves the right to change this policy at any time.

Electronic Contracts. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases. To the extent that such electronic purchases are offered to you by a third party, you acknowledge that Puffrocks shall not be responsible or liable to you for the products or services purchased.

ALL SALES ARE FINAL

EXPLICIT CONTENT

Certain albums may be subject to the Recording Industry Association of America ("RIAA") "Parental Advisory Label" (as defined at http://www.riaa.com/issues/parents/advisory.asp). The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. All Tracks from such labeled albums will be labeled as "explicit" within the Service ("Stickered Tracks"). If any of your searches on the Service return Stickered Tracks, they will be identified as such in the search results area. During registration, you may elect to filter out Stickered Tracks from your search and browse results within the Service. You may change that election at any time. You may also elect to create a "Parental Control Password" (which can be different from your registration password) by clicking on the applicable link and following the directions presented. Note that Tracks that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. Napster shall have no liability or responsibility to you for any content or materials, including Stickered Tracks, that may be available in connection with the Service that you might find objectionable.

INTERNATIONAL CONSIDERATIONS

Currently, the Service is only available to residents of the United States. You understand and acknowledge that you may not sign up for, access, or attempt to access or use the Service from countries outside of the U.S. You agree to abide by U.S. and other applicable export control laws and further, not to upload to the Service any data or software that cannot be exported.

PRIVACY

For additional information regarding Puffrocks's use of information collected in connection with the Service, please refer to Puffrocks's Privacy Policy, a copy of which is available at http://wammb.com and which is expressly made part of this Agreement.

COPYRIGHT INFORMATION

General. As noted above, the Service, the Tracks, the Client and the Materials contain and/or comprise copyrighted or other proprietary subject matter, and your use of them is governed by this Agreement, certain end-user license agreements, and applicable law.

Notices. Puffrocks respects the intellectual property rights of others, and it expects you to do the same. If you know of or suspect that any use of the Service, Tracks, Materials and/or the Client constitutes copyright infringement, please send a notice to Queen Puffrocks Customer Care by email.

PATENT AND TRADEMARK

All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of Puffrocks and/or its affiliates, licensors and/or licensees. You may not copy, display or use any of these marks without prior written permission of the mark owner. The Service and the Client (and portions of them) may be protected under patent law and may be the subject of issued patents and/or pending patent applications.

VIOLATION OF INTELLECTUAL PROPERTY RIGHTS

If Puffrocks receives a notice alleging that you have engaged in behavior that infringes Puffrocks's or other's intellectual property rights or reasonably suspects the same, Puffrocks may suspend or terminate your account without notice to you. If Puffrocks suspends or terminates your account under this paragraph, it shall have no liability or responsibility to you, including for any amounts that you have previously paid.

LINKS TO THIRD-PARTY SITES

The Service may present links to third-party websites not owned or operated by Puffrocks. Puffrocks is not responsible for the availability of these sites or their contents. You agree that Puffrocks is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site.

MODIFICATIONS TO SERVICE

Puffrocks reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, without any liability to you or to any third party.

REMEDIES

You agree that any unauthorized use of the Service, the Tracks, the Materials, and the Client would result in irreparable injury to Puffrocksand/or its affiliates or licensors for which money damages would be inadequate, and in such event Puffrocks, its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this Agreement shall be construed to limit remedies available pursuant to statutory or other claims that Puffrocks, its affiliates and/or licensors may have under separate legal authority.

INDEMNITY

You agree to indemnify and hold harmless Puffrocks and its agents, employees, representatives, licensors, affiliates, parents and subsidiaries from and against any and all claims, losses, demands, causes of action and judgments (including attorneys' fees and court costs) arising from or concerning your breach of this Agreement and your use of the Service, the Tracks, the Client or the Materials and to reimburse them on demand for any losses, costs or expenses they incur as a result thereof.

TERMINATION

Puffrocks may in its sole discretion terminate this Agreement or suspend your account at any time without notice to you in the event that you breach (or Puffrocks reasonably suspects that you have breached) any provision of this Agreement. If Puffrocks terminates this Agreement, or suspends your account for any of the reasons set forth in this paragraph, it shall have no liability or responsibility to you, and Puffrocks will not refund any amounts that you have previously paid.

You understand and agree that your cancellation of your account and Service membership is your sole right and remedy with respect to any dispute with Puffrocks.

DISCLAIMERS

You understand and agree that your use of the Service, Tracks, Client, and the Materials is at your own sole risk. THE SERVICE, TRACKS, MATERIALS AND THE CLIENT (THE "PRODUCTS") ARE PROVIDED "AS IS" AND WITHOUT WARRANTY BY PUFFROCKS OR ITS AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS (THE "PUFFROCKS MATRIX"), AS APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE PUFFROCKS MATRIX EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THE PUFFROCKS MATRIX DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD ANY OF THE PUFFROCKS MATRIX RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING (INCLUDING ANY SOFTWARE OR SYSTEMS YOU USE TO ACCESS) THE SERVICE OR USING THE PRODUCTS INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE OR SYSTEMS OR PORTABLE DEVICES YOU USE TO ACCESS THE SAME . NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE PUFFROCKS MATRIX.

PUFFROCKS MAKES NO WARRANTY THAT ANY PARTICULAR CD BURNER OR PORTABLE DEVICE WILL BE COMPATIBLE WITH THE CLIENT OR THAT ANY CD BURNED USING THE CLIENT WILL FUNCTION IN ALL CD PLAYERS. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE CLIENT.

UNDER NO CIRCUMSTANCES SHALL ANY OF THE PUFFROCKS MATRIX BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE, TRACKS, MATERIALS AND/OR THE CLIENT.

UNDER NO CIRCUMSTANCES SHALL ANY NAPSTER ENTITY BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF THE PUFFROCKS MATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE PUFFROCKS MATRIX WILL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED US$10.

LAW AND LEGAL NOTICES

This Agreement and any other terms or documents referred to herein represent your entire agreement with Puffrocks with respect to your use of the Service. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The laws of the State of Missouri, excluding its conflicts?of?law rules, govern this Agreement and your use of the Service, the Tracks, the Materials and the Client. You expressly agree that the courts in the State of Missouri, St.Louis County, have exclusive jurisdiction over any claim or dispute with Puffrocks or relating in any way to your account or your use of the Service, the Tracks, the Materials and the Client. You further agree and expressly consent to personal jurisdiction over you in the federal and state courts in St.Louis County in connection with any such dispute including any claim involving Puffrocks or its partners, parents, licensors, affiliates, subsidiaries, employees, contractors, officers, directors or suppliers.

*MEMBERSHIP SERVICE ADDENDUM

Puffrocks offers certain features that are available only to members of the Membership Service. If you choose to register for the Membership Service, in addition to the general Service features, you will also have access to the features described below. In such event, your use of the Membership Service will be subject, in addition to all the other terms of this Agreement, to the terms described in this Addendum. The Membership Service is a membership service that you must pay to join, and you will be charged on a recurring basis for your continued membership.. If we make any changes to these terms and conditions that you do not wish to accept, your only remedy is to terminate your Puffrocks membership.

DESCRIPTION OF SUBSCRIPTION SERVICE

Usage Rules -- Additions.

A "Download" is a Track that you may save to the hard drive of your personal computer and play back as many times as you want for so long as your subscription is current. You may copy each Download to up to two additional personal computers that you own (i.e. a total of 3 copies). If you wish to burn Downloads to CDs or transfer them to compatible portable devices you will need to pay for them as Purchased Tracks (per the terms described above). You may not share Downloads with anyone else.

Agreement to Pay. By completing the Membership Service registration, you authorize Puffrocks to charge applicable the recurring subscription fee to your designated credit card. Monthly subscribers are billed on a 30-day cycle, which begins upon Membership Service registration and ends 30 days thereafter (each a "Membership Month"). If you have signed up for an annual or other membership plan, you are billed one time at the beginning of each applicable billing period.

Right to Change Membership Fees. All membership fees are subject to change on a prospective basis upon notice from Puffrocks. If you do not accept the new fees, you should terminate your membership immediately.

Cancellation. You can cancel your subscription or downgrade your Puffrocks Membership by delivering notice to Puffrocks. Puffrocks will reasonably attempt to return a cancellation confirmation to your email address. You should retain this confirmation as a record of your cancellation. If you cancel your subscription, Puffrocks will not refund any remaining portion of your subscription fees. Cancellation will take effect at the end of the billing period during which you deliver notice to Puffrocks. If you cancel your account near the end of your billing period and are charged for the next month's fee, please click here to have that charge refunded.

© 2005 Puffrocks.com