Terms and Conditions

AGREEMENT AND TERMS OF USE

WELCOME TO NATIONAL GEOGRAPHIC MOBILE. This Agreement and Terms of Use constitutes a legal agreement between you and the Service Providers (as defined herein) and shall be referred to herein as the "Agreement"; please read them carefully. By using the Service (as defined herein), you agree to these Terms OF USE; if you do not agree, do not use the Service.

This Service (as defined herein) is provided by PlayPhone, Inc. (“PlayPhone") on behalf of the National Geographic Society (“National Geographic”) and in connection with the offering of Mobile Content (as defined herein) for purchase by customers (as defined herein). For purposes of this Agreement and Terms Of Use, the term “Service Providers” shall collectively refer to PlayPhone and National Geographic.

In this Agreement, "you" and "your" refer to each customer (including, as appropriate, the consenting subscriber of a participating Carrier (as defined herein) on whose behalf you are entering into this Agreement) and his or her agents. This Agreement explains the obligations of the Service Providers to you, and your obligations to the Service Providers, in relation to the Service.

The Service is available for individuals aged thirteen (13) years or older. If you are thirteen (13) years or older but under the age of eighteen (18), you must review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand and agree to the terms and conditions of this Agreement. USERS UNDER EIGHTEEN (18) YEARS OF AGE REQUIRE PARENTAL PERMISSION BOTH TO COMPLETE THE REGISTRATION PROCESS DESCRIBED IN SECTION 3 ON THE WEBSITES AND TO DOWNLOAD MOBILE CONTENT (AS DEFINED IN SECTION 1(A)).

By accessing the website of National Geographic Mobile located at http://www.natgeo.playp.net/ or any successor site or other site powered by the Service Providers (collectively, the "Websites"), or by accessing the Service via your mobile device by downloading Mobile Content to such mobile device (each, a "Download"), you (a) represent that you are at least thirteen (13) years of age, and if under eighteen (18) years of age, have the consent of the mobile device account holder or subscriber of a participating mobile communications carrier (a "Carrier") to sign-up for and use the Service on behalf of the account holder or subscriber; and (b) agree, and if under eighteen (18) years of age, agree on behalf of the account holder or subscriber and yourself (with such account holder’s and/or subscriber's consent), to be bound by the terms and conditions of this Agreement. Your use of the Service requires your ability to enter into agreements and/or to m ke purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS HEREUNDER CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND HEREBY AND TO PAY THE FEES SET FORTH HEREIN. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS HEREUNDER APPLY TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO THROUGH THE WEBSITES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

The Service Providers reserve the right, at their sole discretion, to change, modify, add or remove portions of this Agreement at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Service following the posting of changes, modifications, or additions will mean that you accept and agree to such changes, modifications, or additions.

1. DESCRIPTION OF THE SERVICE AND MOBILE CONTENT

(a) Generally. The Service Providers provide downloadable mobile entertainment content, such as ringtones, games, applications, graphics, videos and other products (collectively, the "Mobile Content") via the Internet, mobile storefronts, SMS, MMS, WAP IVR and other means of mobile content delivery to certain compatible mobile devices. Your use of the Websites and/or your download of Mobile Content to your compatible mobile device is referred to herein as the "Service." The Mobile Content and all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music artwork and computer code contained in the Websites is owned, controlled or licensed by or to the Service Providers, and is protected by copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws (the "Service Providers IP Rights"). You agree to make no claim of interest in or ownership of any such Service Providers IP Rights. You acknowledge that no title to the Service Providers IP Rights is transferred to you, and that you do not obtain any rights, express or implied, in the Service or the Mobile Content, other than the rights expressly granted in this Agreement.

(b) Use of the Service and Mobile Content. The Service Providers hereby grant to you a limited, non-exclusive, non-transferable, revocable right and license to download and use the object code version of the Download(s) and the Service on your personal computer or a designated compatible mobile device (each, a "Device) solely for your own personal non-commercial use. You acknowledge and agree that the Service and the Mobile Content are for your personal, non-commercial use on your Device. You further acknowledge and agree that you may not reproduce, modify, perform, transfer, distribute, sell, create derivative works of or otherwise use or make available any Mobile Content except as expressly provided in this Agreement. No license is granted to you by this Agreement in the human readable code, known as the source code, of the Mobile Content downloaded on your Device, and no rights are granted to you by this Agreement in any patents, copyrights, trade secrets, trademarks or any other rights in respect of the Mobile Content downloaded on your Device. You agree that you may not (nor may you encourage or assist any third party to) transmit, broadcast, modify, re-engineer, decrypt, make copies of, upload to any computer or mobile device, create derivative works of, or make commercial use of the Service or any Mobile Content.

(c) Single Item Download(s) Generally. When you request a Single Item Download(s) (as defined herein) from the Service or use the Service in any way, message and data rates may apply and the terms and conditions of your mobile communications carrier service agreement shall also apply. Please note that the Service and/or any such Single Item Download(s) may not be available for use on all Devices or mobile communications carriers. Please check the Websites for further details concerning availability of specific Mobile Content for your Device. Should you download an item of Mobile Content that is not supported for use on your Device, the Service Providers shall offer an alternate item of Mobile Content of a comparable format that is compatible with your Device.

The Service Providers shall provide you with access to the Service (such access may be based on your provision of your mobile device phone number or on other data that the Service Providers deem sufficient for your identification) after you have requested a Mobile Content item for download from your Device. Access to the Service can be provided by: (i) delivering to you downloadable Mobile Content of the content category for which you requested (e.g., delivering a ringtone or a wallpaper that you requested by sending a text message to the Service Providers shortcode at 33888); (ii) enabling you to download the Mobile Content (e.g., by delivering a WAP-Push link or allowing you to enter a PIN code to redeem and download Mobile Content on the Websites); or (iii) providing you with access to the Mobile Content or delivering to you text message communications (e.g., by enabling MSISDN for the Service).

(d) Single Item Download(s) The Service Providers offer through the Service, Mobile Content product(s) available for download for a one-time, non-recurring charge (each download a “Single Item Download”). The charges for Single Item Download(s), if any, vary by Mobile Content product type as detailed below:

Graphics: $1.99 per Download
Ringtones: $2.99 per Download
Games and Applications: $6.99 per Download

All charges for any Single Item Download(s) you request and download shall appear on the mobile device account holder’s Carrier phone bill or deducted from the mobile device account holder’s prepaid balance.

(e) Payments and Fees. Any applicable Single Item Download fees corresponding to the item of Mobile Content selected for Download (as defined in section (d) above) shall be invoiced on the mobile device account holder’s Carrier phone bill or deducted from the mobile device account holder’s prepaid balance. Prices and availability of any Mobile Content are subject to change at any time at the sole discretion of the Service Providers. If at any time you fail to pay any amount due under this Agreement when due or are otherwise in breach or default under this Agreement, the Service Providers may, at their sole discretion, and without prejudice to their other rights, immediately terminate your use of the Service and this Agreement and revoke your license to the Mobile Content. Late payments hereunder will accrue interest at the rate of 1.5% per month or the highest rate allowable by applicable law, whichever is lower.

(f) Promotions. The Service Providers reserve the right to offer, from time to time and at their sole discretion, various sales and marketing promotions for limited periods of time. These promotions will be applicable to the Service only during the periods specified in the terms of each such promotion and may feature various types of Mobile Content, various individual price for Single Item Download(s), and any other offerings or information that the Service Providers may decide to offer within each such promotion. Furthermore, the Service Providers reserve the right to withdraw a promotion at any time and without prior notice of any kind to any to any consenting mobile device account holder or subscriber of a participating Carrier. Service Providers may from time to time offer complimentary Single Item Download(s) at no cost to any consenting mobile device account holder or subscriber of a participating Carrier within a particular promotion (the “Complimentary Download(s)”), and the Service Providers reserve the right to withdraw any such Complimentary Download(s) at any time and without prior notice of any kind to any consenting mobile device account holder or subscriber of a participating Carrier. If you accept the Service under the terms of a particular promotion offered by the Service Providers, you hereby consent to receive text message and E-mail communications

(g) Customer Support. For customer support in connection with the Service, please contact mobile.natgeo@allpp.com or call 1-888-843-5738.

h) Access to the Service; Service Requirements. In order to use the Service to access Downloads, you must: (i) have a mobile communications subscription with a participating Carrier, as detailed in subsection (l) below, or otherwise have access to a mobile communications network through which the Service Providers makes the Service available as well as any carrier services necessary to download Mobile Content; (ii) pay any service fees associated with any such Single Item Download(s) or other form of access; and (iii) have a compatible personal computer, compatible Device, Internet access (separate fees may apply), and certain software (separate fees may apply), and any necessary updates or upgrades thereof (the "System Requirements"). You are responsible for ensuring that your System Requirements do not disturb or interfere with the operations of the Service Providers. Any System Requirements causing interference shall be immediately disconnected from the Service, and the Service Providers shall have the right to immediately terminate this Agreement. You acknowledge and agree that the System Requirements, which may be changed at any time at the sole discretion of the Service Providers, are solely your responsibility. In light of the foregoing, you acknowledge and agree that you will not be entitled to any refund for any fees you pay for the Service and the Mobile Content if the Service and the Mobile Content are incompatible with your Device or your System Requirements

(i) Access without Registration. The Service Providers may provide you with access to some Mobile Content or services without you registering as a user, such as sign-up via SMS or via Single Item Download purchases made on the Websites or in specific promotions offered by the Service Providers or their designated business partners. In each such case your identification is based on means of identification that the Service Providers deem appropriate, such as your Device phone number.

(j) Text Message Communications. You expressly agree that, as part of the Service, you will, from time to time, receive communications from the Service Providers via SMS, including promotional text messages or other information about the Service. You may stop receiving promotional text messages by emailing your request to opt-out, along with your Device phone number, to mobile.natgeo@allpp.com or by following the opt-out instructions in the text message. You may not opt-out of service-related text messages.

(k) Mobile Content Ratings. The Service Providers recommend that you review Mobile Content products prior to purchase to see if these products are appropriate for your use. Please visit games and applications publishers' or developers' websites for additional information on any Mobile Content the Service Providers offer prior to Download.

(l) Availability of Mobile Content products by Carrier

Supported Carriers*: The Service is available to mobile device account holders or subscribers on the AT&T, Alltel, Sprint, T-Mobile, Verizon Wireless and Virgin Mobile USA mobile communication carrier networks.

*Games and applications are not available to mobile device account holders or subscribers on the Verizon Wireless, Virgin Mobile USA, Alltel and nTelos Wireless, Nextel and Boost mobile communication carrier networks.

Carriers Not Supported: The Service is not available to mobile device account holders or subscribers on the Cincinnati Bell, T-Mobile, Virgin Mobile, nTelos Nextel and Boost networks.

	Applications	Games	Graphics	Wallpapers
Alltel	No	No	Yes	Yes
AT&T	Yes	Yes	Yes	Yes
Sprint	Yes	Yes	Yes	Yes
T-Mobile	Yes	Yes	Yes	Yes
Verizon Wireless	No	No	Yes	Yes
Virgin Mobile USA	No	No	Yes	Yes

2. TERMINATION, CANCELLATION AND SUSPENSION OF THE SERVICE

a) User Cancellation. To cancel your account and to block your access to the Service you must:

(i) send a text message via your Device with the text "STOP" to 33888, or such other number as may be designated on Company’s Websites; (ii) send an e-mail to mobile.natgeo@allpp.com or (iii) call 1-888-843-5738. Cancellation of your account and access to the Service in accordance with this Section 2(a) shall become effective immediately upon receipt of your notice of cancellation by the Service Providers.

(b) Service Providers Right To Termination, Cancellation or Suspension. The Service Providers reserve the right at any time and from time to time to modify, suspend, terminate, discontinue or permanently cancel the Service, or portions thereof, with or without notice to you. If the Service, or any part thereof, is permanently discontinued or canceled by the Service Providers, the Service Providers may cancel your account with or without notice to you except for termination or cancellation of your account in accordance with Sections 1(e) or subsections (c), (d), or (e) below.

(c) Termination for Non-Compliance with Laws. If the Service Providers believe that you have violated or acted inconsistently with this Agreement, you acknowledge and agree that the Service Providers, at their sole discretion, may at any time (i) terminate your use of the Service or any individual services provided via the Service; and/or (ii) change its Mobile Content offerings made available to you through the Service.

(d) Termination for Breach. The Service Providers may terminate this Agreement at any time, without notice to you, if you fail to comply with any term or condition of this Agreement.

(e) Effect of Termination or Cancellation. You acknowledge and agree that upon termination of your access to the Service and this Agreement under any provision of this Agreement, the Service Providers may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. You further agree that the Service Providers shall not be liable to you or to any third party for any termination of your access to the Service. If you cancel your account for any reason, the Service Providers will not refund any of your fees paid as of the date of such cancellation, except as expressly provided in this Agreement. Nothing in this Section 2 shall be construed in any way to limit or waive any of the rights by law, contract or otherwise of the Service Providers.

(f) Survival. Any provision in this Agreement that by its nature should survive the termination of this Agreement shall continue to remain in full force and effect after the termination or expiration of this Agreement (including, without limitation, Sections 2(f), 2(g), 7, 8, 9, and 11).

3. YOUR ACCOUNT

(a) Account Security. You will be assigned a user name (typically your phone number) and password upon completing the registration process for the Service. You are fully responsible for all activities, charges and/or liabilities that occur under your account and with your mobile device phone number whether or not authorized by you. You agree to immediately notify the Service Providers of any alleged unauthorized use of your account or any other breach of security (or belief thereof). You acknowledge and agree that you may be held liable for losses incurred by the Service Providers or any other user of the Service due to someone else using your account. You may not use anyone else's account at any time without the express permission and consent of the holder of such account. The Service Providers cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

4. YOUR RESPONSIBILITIES AND ACKNOWLEDGMENTS

(a) Compliance With Laws, Regulations and Requirements. You agree not to use the Service or any Mobile Content for illegal purposes or in a manner prohibited by this Agreement, or to solicit performance of any illegal activity or other activity that infringes the rights of the Service Providers or others. You agree to abide by and comply with:

(i) all applicable local, state, national, and international laws and regulations in your use of the Service or any Mobile Content (including laws regarding the transmission of technical data exported from the United States); and

(ii) all requirements, procedures, policies and regulations of any networks connected to or otherwise related to the Service.

(b) Non-Interference. You agree not to interfere with or disrupt (i) the use and enjoyment of the Service by other users, and (ii) the Service or servers or networks connected to or otherwise related to the Service (including, without limitation, any attempt to gain unauthorized access to other computer systems or networks connected to or otherwise related to the Service).

(d) Third Party Access. You agree not to permit or otherwise allow third parties' use of or access to the Service via your Device or account.

(e) Report of Abuse. You agree to report any violations (or any belief thereof) of the terms of this Agreement by other users of the Service of which you become aware by immediately contacting the Service Providers at mobile.natgeo@allpp.com or by calling 1-888-843-5738.

(f) Preview of Content. You acknowledge that some of the Mobile Content or communications via the Service may be offensive to you or to others who you may expose, deliberately or inadvertently, to the Mobile Content or the Service. You agree to be responsible for previewing any Mobile Content with which you may be unfamiliar prior to requesting a Download of such Mobile Content. You agree that you will be solely responsible for any aspect of the Service or the Mobile Content that you or others might find objectionable.

5. THIRD PARTY LINKS; INFRINGER POLICY

(a) Third Party Links. The Websites may contain links to other independent third party web sites (the "Third Party Sites"). The Third Party Sites are provided solely as a convenience to you and are not under the control or the Service Providers. The Service Providers are not responsible in any way for, and do not guarantee the availability of, any email from or links to the Third Party Sites. In addition, the Service Providers do not endorse, and are not responsible or liable for, any content, advertising, goods or services, or other materials available on or from such Third Party Sites. You will need to make your own independent judgment regarding your interaction with the Third Party Sites. The Service Providers 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 your use of or reliance on any such content, advertising, goods, services, or other materials on or available from such Third Party Sites.

(b) Infringer Policy. If you believe that any material available through the Websites infringes upon any copyright you own or control, or that any link on the Websites directs users to another web site that contains material that you own or control, you may file a notification of such infringement by sending an email to mobile.natgeo@allpp.com.

6. PRIVACY AND SECURITY

(a) User Information. You acknowledge that, in connection with provision of the Service, the Service Providers may collect and process "personal information" (e.g., information that could be used to contact you, such as full name, postal address, phone number, or e-mail address), "financial information" (e.g., credit card numbers, bank account information, or passwords), and/or "demographic and usage information" (e.g., information that you submit, or that the Service Providers collect, which is neither personal information nor financial information but necessary for the proper functioning and billing in connection with the Service, such as the date on which you purchased any Single Item Download(s) and the extent of your usage of the Service). The Service Providers may pass on your personal information, financial information, and/or demographic and usage information to your Carrier, your credit card company, PayPal, or another payment facility you have designated in order to secure collection of fees, and such information collected by the Service Providers may be stored and processed in the United States, or any other country in which the Service Providers or their agents or affiliates maintain facilities. By using the Service, you hereby consent to any such transfer of information outside of your country and to the Service Providers use of your personal information, financial information, and/or demographic and usage information in accordance with the terms and conditions of this Section 6, including to notify you of the new products and services offered by the Service Providers and their business partners. Furthermore, the Service Providers may disclose your personal information, financial information, and/or demographic and usage information to law enforcement and other governmental agencies or instrumentalities for legal proceedings, or to other third parties as may be required by law, statute, regulation or contract, including disclosure of such information to other companies and organizations for fraud protection purposes.

(b) Data Security and Privacy Policy. The Service Providers take data security very seriously. The Service Providers attempt to provide for the secure transmission of information from your computer or Device to the servers of the Service Providers by utilizing generally accepted encryption software. However, due to the open nature of Internet communications, the Service Providers cannot guarantee that communications between you and the Service Providers will be free from unauthorized access by third parties. To prevent unauthorized access and to maintain accuracy, the Company uses reasonable physical, electronic and managerial procedures to secure your personal information, financial information, and demographic and usage information in connection with the Websites. The employees of the Service Providers with access to this information are required to follow our security protocols, which provide that such information must be used only for the purpose of providing the Service to you. The Service Providers periodically review and update as appropriate these information access controls. Further details regarding the Privacy Policy of the Service Providers may be found at http://www.playphone.com/PrivacyPolicy.aspx and the terms of such Privacy Policy are hereby made a part of this Agreement by reference.

7. DISCLAIMERS

YOUR USE OF THE SERVICE AND ANY MOBILE CONTENT IS AT YOUR SOLE RISK. THE SERVICE PROVIDERS DO NOT PROMISE THAT THE WEBSITES, THE SERVICE OR ANY MOBILE CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE WEBSITES, THE SERVICE OR THE MOBILE CONTENT WILL PROVIDE SPECIFIC RESULTS. THE WEBSITES, THE SERVICE AND THE MOBILE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL INFORMATION PROVIDED ON THE WEBSITES IS SUBJECT TO CHANGE WITHOUT NOTICE. THE SERVICE PROVIDERS CANNOT ENSURE THAT ANY MOBILE CONTENT YOU DOWNLOAD FROM THE WEBSITES WILL BE FREE FROM VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. THE SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE AND THE MOBILE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITES AND/OR THE SERVICE. YOUR SOLE REMEDY AGAINST THE SERVICE PROVIDERS FOR DISSATISFACTION WITH THE WEBSITES, THE SERVICE AND/OR THE MOBILE CONTENT IS TO STOP USING THE WEBSITES, THE SERVICE AND/OR THE MOBILE CONTENT. THIS LIMITATION OF RELIEF IS PART OF THE BARGAIN BETWEEN YOU AND THE SERVICE PROVIDERS.

Some jurisdictions do not allow limitations or exclusions on warranties, so the foregoing limitations may not apply to you.

8. LIMITATION OF LIABILITY

YOUR USE OF THE WEBSITES AND THE SERVICE IS AT YOUR OWN RISK. EXCEPT WHERE PROHIBITED BY LAW, THE ENTIRE LIABILITY OF THE SERVICE PROVIDERS, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY OR OTHERWISE, WITH RESPECT TO THE WEBSITES, THE SERVICE AND ANY MOBILE CONTENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID DURING THE TERM OF THIS AGREEMENT. THE SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF THE SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE TO YOUR DEVICE OR PERSONAL COMPUTER CAUSED BY THE SERVICE OR ANY MOBILE CONTENT.

Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

9. INDEMNITY

You agree to release, indemnify, defend and hold harmless the Service Providers and their parent companies, subsidiaries, affiliates, officers, directors, shareholders, contractors, agents, employees, licensors and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of or in connection with (a) your use of the Service, (b) the breach by you of any provision of this Agreement, and (c) any information or data you supplied to the Service Providers.

When the Service Providers are threatened with suit or sued by a third party, the Service Providers have the right to demand written assurances from you concerning your promise to indemnify the Service Providers. Your failure to provide those assurances may be a material breach of this Agreement. The Service Providers shall have the right to participate in any defense by you of a third party claim related to indemnifiable claims pursuant to this Section 9 with counsel of the choice and at the expense of the Service Providers. The Service Providers will reasonably cooperate in any defense by you of a third party claim at your request and expense. You will have sole responsibility to defend the Service Providers against any claim, but you must receive the prior written consent regarding any related settlement from the Service Providers.

10. SERVICE PROVIDER TRADEMARKS

PlayPhone™, the PlayPhone™ logo, National Geographic™, NatGeo™, National Geographic Society™ and the National Geographic™ logo and other trademarks, service marks, graphics, and logos of the Service Providers used in connection with the Service and the Mobile Content (the " Service Providers Marks") are trademarks or registered trademarks owned by the Service Providers in the United States and/or other countries. Other trademarks, service marks, graphics and logos used in connection with the Service and the Mobile Content may be trademarks owned by certain third parties (the "Third Party Marks"). You are granted no right or license with respect to any of the Service Providers Marks or the Third Party Marks. All references to the names and likeness of performing artists on the Company's Websites are for identification or promotional purposes only.

11. MISCELLANEOUS

(a) Entire Agreement. This Agreement comprises the entire agreement between you and the Service Providers and supersedes any prior agreements pertaining to the subject matter contained herein.

(b) Effect of Waiver; Severability. The failure of the Service Providers to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.

(c) Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California, without regard to its conflicts of laws principles which would result in the application of the laws of any other jurisdiction. Neither party will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default under this Agreement, or otherwise arising under or by reason of this Agreement, other than in the state or federal courts located in Santa Clara County in the State of California. Each party hereby irrevocably consents to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. Each party hereby waives any rights to trial by jury arising out of this Agreement.

(d) Notices. All notices to the Service Providers pursuant to this Agreement must be sent in writing and delivered either by overnight courier or certified mail, return receipt requested, to PlayPhone, Inc. 224 Airport Pkwy, Suite 300, San Jose, CA 95110 USA. All notices to you will be delivered to your mailing address or email address as provided in your account information (as updated by you pursuant to this Agreement). The Service Providers may also provide notices of changes to this Agreement or any other matter by displaying notices to you generally on the Websites of the Service Providers.

(e) Service Availability. 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 United States. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination or person prohibited under such laws.

(f) Assignment. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable.

TERMS & CONDITIONS