General Terms of Service

Earbits, Inc. (“Earbits”, “we”, “us” or “our”) welcomes you to its online website (collectively, including all content and functionality available through the www.Earbits.com domain name, the "Earbits Website" or "Website"). Earbits is a 100% commercial-free online radio service that streams music from emerging and high-quality artists with no listener subscription fees. Earbits provides users with a seamless music listening experience without the need for interruptions, advertisements or other distractions. Earbits also provides a proprietary platform and service for emerging musical artists to promote and buy airplay of their original music.

If you are a music listener using Earbits to listen to commercial-free online radio with no listener subscription fees, these General Terms of Service apply to you as a user of Earbits’s streaming music service and any other services Earbits may offer its users (collectively, the “Earbits Services”).

If you choose to purchase, earn, redeem or otherwise use Groovies, the Earbits Groovies Services Agreement shall also apply to you and is incorporated in this General Terms of Service by this reference. The Groovies Services Agreement can be found at http://www.earbits.com/groovies_services_agreement

If you are a musical artist using Earbits to promote and buy airplay for your original music, a separate Artist Terms of Service apply to you as a user of Earbits’s proprietary platform and service for artists (“Earbits Artist Services”). The Artist Terms of Service can be found at http://www.earbits.com/artist_terms

Parental Advisory:

IF YOU ARE A USER BETWEEN THE AGES OF 13 AND 17, PLEASE REVIEW THESE GENERAL TERMS OF SERVICE WITH YOUR PARENTS. THE EARBITS SERVICES ARE NOT DESIGNED TO ATTRACT CHILDREN UNDER THE AGE OF 13 AND WE DO NOT INTENTIONALLY COLLECT PERSONAL INFORMATION FROM CHILDREN ON OUR WEBSITE. BECAUSE EARBITS 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. IN CASES WHERE YOU HAVE AUTHORIZED A MINOR TO USE THE MYOWN SERVICES, YOU ACKNOWLEDGE THAT SOME AREAS OF OUR WEBSITE MAY CONTAIN CONTENT THAT IS INAPPROPRIATE FOR MINORS AND YOU ARE FULLY RESPONSIBLE FOR (1) THE ONLINE CONDUCT OF SUCH MINOR, (2) CONTROLLING THE MINOR’S ACCESS TO AND USE OF EARBITS SERVICES AND (3) CONSEQUENCES OF ANY MISUSE BY THE MINOR.

Please read these terms and conditions carefully

BY DOWNLOADING, ACCESSING OR USING ANY PART OF THE EARBITS WEBSITE OR THE APPLICATION, YOU (THE TERMS "YOU", “YOUR”, AND/ OR "YOURS" INCLUDES THE PERSON OR ENTITY THAT IS REGISTERED WITH EARBITS AS WELL AS ANY THIRD PARTIES ACCESSING EARBITS ON YOUR BEHALF) AGREE TO BE BOUND BY ALL OF THE FOLLOWING EARBITS’S GENERAL TERMS OF SERVICE (THE “GENERAL TERMS AGREEMENT”) AND EARBITS’S PRIVACY POLICY (WHICH CAN BE FOUND AT http://www.earbits.com/privacy_policy (THE “PRIVACY POLICY”)). IF YOU VISIT THE WEBSITE OR REGISTER FOR AN ACCOUNT TO USE THE EARBITS SERVICES (A “EARBITS USER ACCOUNT”), YOU EXPRESSLY ACCEPT THE TERMS OF THIS GENERAL TERMS AGREEMENT AND THE PRIVACY POLICY.IF YOU DO NOT AGREE TO THE TERMS OF EITHER THIS GENERAL TERMS AGREEMENT OR THE PRIVACY POLICY, YOU DO NOT HAVE EARBITS’S AUTHORIZATION TO USE ANY PART OF THE EARBITS SERVICES.

EARBITS MAY MODIFY THIS GENERAL TERMS AGREEMENT AT ANY TIME, IN EARBITS’S SOLE DISCRETION. THESE CHANGES BECOME EFFECTIVE IMMEDIATELY UPON POSTING AND YOUR CONTINUED USE OR ACCESS OF THE WEBSITE AND/OR THE EARBITS SERVICES SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED GENERAL TERMS AGREEMENT. PLEASE REVIEW THESE GENERAL TERMS OF SERVICE FROM TIME TO TIME SO THAT YOU WILL BE APPRISED OF ANY CHANGES.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

1. Service Terms and Limitations.

1.1 License. Your access to the Earbits Services is licensed and not sold. Subject to the terms of this General Terms Agreement and upon your registration for a Earbits user account (“User Account”), (i) Earbits hereby grants you a limited, revocable, personal, non-exclusive, non-transferable license enabling you to access and use the Earbits Services and our Website. This license is contingent upon your compliance with any other terms and conditions applicable to you as a user (“User”). Any violation by you of the license provisions contained in this Section 1.1 may result in the immediate termination of your right to use the Earbits Services. Earbits reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. Any use of the Earbits Services not specifically permitted under this General Terms Agreement is strictly prohibited. All content that is made available to view and/or download in connection with the Earbits Services is owned by and is the copyrighted work of Earbits and/or its suppliers and is licensed, not sold. You may not lend, lease, rent or sublicense any aspect of the Earbits Services.

1.2 Proprietary Rights. Rights. Except for the limited licenses expressly granted herein, Earbits expressly reserves all right, title and interest in and to the Earbits Services, the content of our Website, and all processing, analytics, and other software and technology used by Earbits in the provision of the Earbits Services (collectively, the "Earbits Technology"), including, without limitation, any derivatives, improvements, enhancements or extensions of the Earbits Technology conceived, reduced to practice or otherwise developed on or on behalf of Earbits, all of which are valuable assets of Earbits, and any copyright, patent or trademark or other intellectual property right, or federal or state right, pertaining thereto. All content on our Website, including documentation, text, photos, graphics, logos, icons, images, music, sound, master recordings, multimedia files and video clips, is the exclusive property of Earbits or its content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all content on ourWebsite is the exclusive property of Earbits and is also protected by U.S. and international copyright laws. The content on our Website may be used as a resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on our Website is strictly prohibited. Furthermore, you will not, nor will you allow or direct any third party (whether or not for your benefit), reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, circulate or use any content on the our Website without the express prior written consent of Earbits. Any unauthorized or prohibited use of the contents on our Website may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, and local laws.

1.3 Restrictions. You shall not: (i) use, or allow the use of, the Earbits Services, except pursuant to the limited rights expressly granted in this General Terms Agreement; (ii) use the Earbits Services in any manner that is inconsistent with user documentation, if any, supplied to you by Earbits or inconsistent with Earbits’s standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse engineer, hack into, or compromise any aspect of the Earbits Technology, or attempt to access data of any other user of Earbits; (iv) use, reproduce, modify or create derivative works of the Earbits Technology; (v) remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Earbits; (vi) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Earbits Services; (vii) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Earbits Services; (viii) copy, store, edit, change, prepare any derivative work or alter in any way any of the tracks streamed through the Earbits Services; (ix) use the Earbits Services to reproduce copyrighted materials; (x) make the Earbits Services available over a network where it could be used by others; (xi) circumvent any technology used by Earbits or its licensors to protect content accessible via the Earbits Services; or (xii) transfer, lease, lend, sublicense, resell or otherwise distribute or allow third party access to all or any portion of the Earbits Technology, including, but not limited to, by sharing your access username and/or password.

2. User Representations; Agreement; Proprietary Rights.

2.1 User Representations. To access the Earbits Services, you must create a Earbits User Account by completing the registration process. In registering for a Earbits User Account you represent and warrant to Earbits that: (a) you are at least 13 years of age and your use of the Earbits Services will not violate any applicable law; (b) you will not use the Earbits Services for any commercial purposes; (c) all information provided to Earbits is true and accurate and you agree to update your Account Information as necessary to keep it accurate.

2.2 User Agreement. You expressly agree: (i) that Earbits has the right to suspend and/or terminate your account and refuse any and all current or further use of the Earbits Services if Earbits determines, in itssole discretion, that any information you provide is untrue, inaccurate, not current and/or incomplete; (ii) to protect your username and password at all times; (iii) to notify Earbits immediately of any unauthorized use of your account or any other need to deactivate your username and/or password due to security concerns; and (iv) that Earbits shall not be responsible for unauthorized access to or alteration of your data. Your username and password are personal to you and under no circumstances may you allow any others to use your username and/or password. We are not liable for any harm caused or related to the theft or misappropriation of your username and/or password, disclosure or your username and/or password, or your authorization of anyone else to use your username and/or password. From time to time, Earbits may find it necessary to access your account. For instance, Earbits may access your account for support, maintenance or security-related reasons. In such event, Earbits will, if possible, provide you notice of its intent to use your username and password to do so. Regardless of whether such notice is provided, you acknowledge and consent to such access. Furthermore, recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. 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 and to comply with any other local laws affecting the transmission or posting of content or affecting the privacy of persons.

2.3 User Proprietary Rights. Earbits does not claim ownership in the information, code, data, text, software, music, sound, master recordings, photographs, pictures, images, graphics, video, chat, messages, files, applications, works of authorship or any other materials (collectively, “Content”), that you upload, post, publish, display or otherwise transmit (hereinafter, “transmit”) on, to, through or in connection with the Earbits Services. After transmitting any Content on, to, through or in connection with the Earbits Services, you continue to retain any such rights that you may have had in such Content, subject to the license granted to Earbits in Section 4.2.

3. Privacy Rights.

Earbits is firmly committed to protecting your privacy and the information that Earbits gathers. For Earbits’s complete policy on privacy, please visit and review Earbits’s Privacy Policy at http://www.earbits.com/privacy_policy. In registering for the Earbits Services, you represent and agree that you will not use the Earbits Services to track or collect personally identifiable information of any Earbits users, nor will you associate any data gathered with any personally identifying information from any source as part of your use of the Earbits Services.

4.User Submissions.

4.1 Submitted Content. 4.1 Submitted Content. You are solely responsible for the information, code, data, text, software, music, sound, master recordings, photographs, pictures, graphics, video, chat, messages, files, or other materials (collectively, “Content”) that you upload, post, publish or otherwise transmit (hereinafter, "transmit") on, to, through or in connection with the Earbits Services or any personal user page on our Website (collectively, “Submitted Content”). Notwithstanding the foregoing, Earbits reserves the right to edit, monitor or otherwise control Submitted Content and to remove Submitted Content, which Earbits, in its sole discretion, determines to be harmful, offensive, or otherwise in violation of this General Terms Agreement or Earbits’s operating policies for Users of our Website. You warrant, represent and agree that you will not transmit or contributeany Submitted Content or otherwise use the Earbits Services, our Website or any personal user page in a manner that (i) infringes the intellectualproperty rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) you should know is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) adversely affects or reflects negatively on Earbits’s goodwill, name or reputation or causes duress, distress or discomfort to Earbits or anyoneelse, or discourages any person, firm or enterprise from using all or any portion, feature, or function of our Website, or from advertising, liking or becoming a supplier to use in connection with our Website; (v) send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”; (vi) transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information; (vii) falsely report to an employee or agent of Earbits; (viii) circumvent, disable or otherwise interfere with security-related features of our Website or its features that prevent or restrict use or copying of any content; (ix) intercept or attempt to intercept email or other private communications not intended for you; and/or (x) causes our Website to be used for commercial or business purposes, including, without limitation, advertising, marketing, or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or web pages. While it is not the intent of Earbits to discourage you from reporting problems about the Earbits Services, nonetheless, Earbits reserves the right to take such action as it deems appropriate and/or to remove any Submitted Content from our Website at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Earbits is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

4.2 License Grant. By transmitting any Submitted Content on, to, through or in connection with the Earbits Services, you automatically grant (or warrant that the owner of such content has expressly granted) to Earbits a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display and otherwise exploit such Submitted Content (specifically including through streaming, podcasting, online/broadcast and satellite radio, suggested playlists and user playlists, but specifically excluding through phonograph records), to transmit and promote such Submitted Content elsewhere within Earbits or any other Earbits website through links to Earbits, and to sublicense such rights through multiple tiers of sublicenses, all without any obligation to you, whether by way of compensation, attribution or otherwise. Such license shall apply with respect to any form, media, or technology now known or hereafter developed. You agree that you shall have no recourse against Earbits for any alleged or actual infringement or misappropriation of any proprietary right in your Submitted Content to us. Further, when you transmit any Submitted Content on, to, through or in connection with the Earbits Services, you authorize and direct Earbits to make such copies thereof as Earbits deems necessary in order to facilitate the transmission and storage of such content on our Website. You may remove any Submitted Content you transmitted from the Earbits Services at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire, however you acknowledge that Earbits may retain archived copies of the Submitted Content. Notwithstanding the foregoing, you understand and agree that once Submitted Content is transmitted to any applications, widgets, websites or mobile, desktop or other services which are linked with your User Account or personal user pages on our Website (collectively, “Linked Services”) or incorporated into other aspects of our Website or the Earbits Services, Earbits is under no obligation to delete or ask other Users or a Linked Service to delete that Submitted Content, and therefore it may continue to appear and be used indefinitely.

5.Linking to Earbits; Use of Earbits Logo.

Earbits offers a non-assignable, non-transferable, and non-exclusive license to link to the our Website, using Earbits logos, subject to the following provisions. Earbits logos may be placed on a Web site for the sole purpose of creating a link to Earbits and allowing users to access the Earbits Services on Earbits. Earbits logos may not be used for any other purpose, including, among other purposes, to suggest sponsorship by, or affiliation with, or endorsement by Earbits. Earbits logos may only be used in the exact size, shape, colors, design, and configuration as found on such web page. Earbits logos may not be altered in any manner. Earbits logos must appear by themselves, with reasonable spacing (at least the height of the logo) between each side of the applicable logo and other graphic or textual elements. Earbits logos may not be used to disparage Earbits, its products or services, or in a manner which, in Earbits's reasonable judgment, may diminish or otherwise damage Earbits's good will in Earbits logos. By using any such Earbits logo, you acknowledge that Earbits has exclusive rights to the logo, and that all good will generated through your use of the logo will inure to the benefit of Earbits. If you use Earbits logos, you must include appropriate attribution, for example: "Earbits® is a registered trademark of Earbits, Inc." Earbits reserves the right to revoke this license or to alter its terms from time to time, for any or no reason, with or without notice. Earbits reserves the right to take action against any use that does not conform to these provisions.

6. Indemnification.

You agree to indemnify, hold harmless and defend Earbits, at your expense, against any and all third party claims, demands, actions, damages (actual or consequential), proceedings, and suits of any kind or nature whatsoever brought against Earbits or any of its subsidiaries, officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by Earbits or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this General Terms Agreement, (ii) your use of the Earbits Services, (iii) your uploading of any Submitted Content, or (iv) your unauthorized use of the Earbits Technology. In such a case, Earbits will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. Earbits reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

7. Waiver and Release.

YOU AGREE THAT NEITHER EARBITS, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF OUR WEBSITE, THE EARBITS SERVICES, OR ANY EARBITS TECHNOLOGY. YOU SPECIFICALLY ACKNOWLEDGE THAT EARBITS SHALL NOT BE LIABLE FOR USER SUBMISSIONS AND CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST EARBITS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF EARBITS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF OUR WEBSITE, THE EARBITS SERVICES, OR THE EARBITS TECHNOLOGY.

8.Disclaimers.

8.1 Disclaimer of Warranties. Earbits does not represent or warrant that (a) the Earbits Services will be error-free or accessible at all times, (b) defects will be corrected, (c) the Earbits Services or the server that makes it available, are free of viruses or other harmful component, or (d) the use or the results of the use of the Earbits Services or the materials made available as part of the Earbits Services will be correct, accurate, timely, or otherwise reliable. Earbits does not guarantee, and shall have no liability for, any Earbits Services down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of your equipment, systems or local access services, (iii) for previously scheduled maintenance, or (iv) relating to events beyond Earbits’s control such as, but not limited to, strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Earbits or your servers are located or co-located.

YOU USE THE EARBITS SERVICES, EARBITS TECHNOLOGY AND OUR WEBSITE AT YOUR SOLE RISK. THE EARBITS SERVICES, EARBITS TECHNOLOGY AND OUR WEBSITE ARE PROVIDED ON AN "AS IS" AND AS AVAILABLE” BASIS. THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY EARBITS, OR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE EARBITS SERVICES, EARBITS TECHNOLOGY AND OUR WEBSITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. EARBITS DOES NOT WARRANT THAT THE EARBITS SERVICES, EARBITS SCRIPT OR REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE EARBITS SERVICES WILL BE UNINTERRUPTED. ALL MATERIALS AND CONTENT DOWNLOADED AND/OR OBTAINED THROUGH THE USE OF THE EARBITS SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR, AND HEREBY WAIVE ANY DAMAGE, TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE EARBITS SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

8.2 Disclaimer of Third Party Content.

You understand that when using the our Website, you will be exposed to third party content from a variety of sources, and that Earbits is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such other third party content. Statements made on our Website, newsgroups, message boards, email, forums, and/or conferences, if any, reflect only the views of their authors. Forum managers, forum hosts, and/or content providers, if any, appearing on the our Website are not authorized Earbits spokespersons, and their views do not necessarily reflect those of Earbits, and Earbits does not endorse any opinion, recommendation, or advice expressed therein. You further understand and acknowledge that you may be exposed to third party content that may be offensive, indecent, inaccurate, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Earbits with respect thereto. You are responsible for viewing and abiding by any privacy statements and terms of use posted in connection with these links. You further understand that the Earbits Services may include certain communications from Earbits that you cannot opt out of receiving.

<b>9.Limitation of Liabilities.</b>
              

YOU AGREE THAT NEITHER EARBITS NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, GENERAL, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOST BUSINESS INFORMATION, BUSINESS INTERRUPTION, CORRUPTION OF FILES OR ANY OTHER PECUNIARY LOSS), WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF EARBITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU. EARBITS’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS GENERAL TERMS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID TO EARBITS FOR USE OF THE EARBITS SERVICES.

<b>
                10. Copyright
                or Intellectual Property Infringement Notification.
              </b>
              

Earbits respects the intellectual property rights of others. You can notify Earbits of possible copyright infringement, and Earbits will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:

(a) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;

(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;

© A description of where the material that you claim is infringing is located on our Website reasonably sufficient to permit Earbits to locate the material;

(d) Your contact information, including your address, telephone number, and email;

(e) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act (“DMCA”). Claims can be sent to [copyright@Earbits.com] or to Earbits, Inc., 957 Lake Street, Venice, CA 90291.

<b>11. Idea Submission.</b>
              

Earbits is always improving its Earbits Services and developing new features. If you have ideas regarding improvements or additions to Earbits, we would like to hear them but any submission will be subject to this General Terms Agreement.

UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO EARBITS BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO EARBITS, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO EARBITS THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT EARBITS IS FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY EARBITS, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

<b>12. Term and Termination.</b>
              

<b>14.1</b>
              

Either you or Earbits may terminate this General Terms Agreement at any time and for any reason. In addition, this General Terms Agreement will terminate immediately, without notice, if you fail to comply with the terms of this General Terms Agreement.

14.2 The provisions of Sections 1.2 (Proprietary Rights), 2 (User Representation; User Agreement), 4 (User Submissions), 6 (Indemnification), 7 (Waiver and Release), 8 (Disclaimers), 9 (Limitation of Liabilities), 12.2, 13 (Export Controls) and 16 (Miscellaneous) shall survive any termination of this General Terms Agreement.

<b>13. Export Controls.</b>
              

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this General Terms Agreement. Any Earbits Technology and related software is controlled by U.S. Export Regulations, and may be not be exported to or used by embargoed countries or individuals. By downloading or using Earbits Technology and related software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.

<b>14. Miscellaneous.</b>
              

This General Terms Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. You agree that any legal action or proceeding between Earbits and you for any purpose concerning this Agreement, and any other related agreements with Earbits, or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Los Angeles, California, United States. Any cause of action or claim you may have with respect to Earbits must be commenced within one (1) year after the claim or cause of action arises. If any action in law or in equity is necessary to enforce the terms of this General Terms Agreement and/or Earbits’s Privacy Policy, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. Both parties agree that this General Terms Agreement, along with Earbits’s Privacy Policy, are the complete and exclusive statements of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter hereof, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of your rights hereunder without Earbits’s prior written consent, and any such attempt is void. If any provision of this General Terms Agreement and/or Earbits’s Privacy Policy is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and enforceable. No agency, partnership, joint venture, or employment is created as a result of this General Terms Agreement and/or Earbits’s Privacy Policy and you do not have any authority of any kind to bind Earbits in any respect whatsoever. This General Terms Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. No provisions of this General Terms Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any user, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this General Terms Agreement; except that Sections 6, 7, and 9 are intended to benefit Earbits and its officers, directors, employees, agents, licensors, and suppliers. Earbits may assign its rights and duties under this General Terms Agreement to any party at any time without notice to you.