2. LIMITATIONS ON USE OF MATERIALS. The Site is owned by Shapiro, Bernstein & Co., Inc. and its affiliated publishing companies hereinafter referred to as compositions, sound recordings, video recordings, photographs, images, illustrations, biographical, historical and all other data and information published on the Site hereinafter Materials and all rights in the Materials are protected by copyright, trademark and/or other laws as may be applicable and are owned and/or controlled by SB and or its licensors, licensees or other parties identified as being the owner thereof. No Materials from the Site may be downloaded, stored, reproduced, published, uploaded, posted, transmitted, performed or distributed in any way. Without limitation of the foregoing, the downloading of even a single copy of any of the Materials, whether for commercial, personal or other non-commercial use is strictly prohi bited. Modification of the Materials or any use of the Materials for any purpose is a violation of this agreement and of our copyrights and other proprietary rights and/or the copyrights and/or other proprietary rights of any other party identified as the owner of the applicable Materials. All copyrights, trademarks, service marks and tradenames are proprietary to us or to the parties that own same. The use of any such Materials on any other Site or networked computer environment is prohibited. No Materials or any portion thereof including lyrics and/or music of music compositions, or sound or video recordings are available for public performance, copying, sampling, or any other use or exploitation without your first entering into a written agreement with the applicable party who owns or controls the applicable rights with respect thereto. Absent such separate agreement any such use or exploitation is strictly prohibited.

Without limitation of the other provisions hereof: The Site and services contained on the site the Services are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws. You may not publish, transmit, copy, reproduce or otherwise disseminate, or create derivative works from or of, the Site or any portions thereof; SB reserves the right to deny any request made through the Site or otherwise in its sole discretion, to license or otherwise use any of the musical compositions owned or controlled by SB.

3.SUBMISSIONS. We do not accept or consider, musical compositions, ideas, suggestions, or any other materials unless they are specifically requested by us in writing. Accordingly, do not make any such submissions. If notwithstanding the foregoing, you should make any such submissions, any and all ideas and materials contained therein shall become and remain our sole property and we shall be free to exploit same in any manner and medium whatsoever throughout the Universe. We shall have no obligation t o maintain any confidentiality with respect thereto nor to pay any monies whatsoever to you therefor, nor to credit you in any way as the author, creator or otherwise, in connection with any such materials or uses or derivatives therefrom.

4.TERRITORY. The materials in the Site are presented solely for the presentation of music compositions of SB which are available for exploitation in the United States of America U.S.A.. The Site is controlled by SB from its offices in the State of New York. SB makes no representation that any of the Materials in the Site are available for use in other locations. Anyone who chooses to access the Site is subject to and shall act in compliance with all applicable federal, state and local laws, rules and regulations of the U.S.A.

5. TERMINATION. This agreement may be terminated at any time by any either party hereto. You may terminate this agreement by destroying all information, documents and other Materials obtained from this Site as well as all copies thereof and all installations of such materials, however made and by simultaneously discontinuing use of the Site. This agreement will terminate immediately upon notice from SB for any reason in its sole discretion. Upon such termination by SB, you shall immediately destroy all information, documents and other Materials obtained from this Site as well as all copies thereof and all installations of such materials, however made and immediately discontinue use of the Site.

6. DISCLAIMER. THE MATERIALS IN THIS SITE ARE PROVIDED IN AS IS CONDITION AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. SB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. SB DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERUPPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SB DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RE SULTS OF THE USE OF THE MATERIALS OF THIS SITE WHETHER AS TO THEIR ACCURACY, CORRECTNESS, RELIABILITY, OR OTHERWISE. YOU, NOT WE, ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTION, REPAIR OR SERVICING. WE RECOGNIZE THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSIONS OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.

7.LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL SB BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE MATERIALS IN THIS SITE REGARDLESS OF WHETHER WE, OR OUR AUTHORIZED REPRESENTATIVES OR AGENTS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE RECOGNIZE THAT APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8.REPRESENTATIONS AND WARRANTIES BY USER: You represent and warrant that you are at least 18 years of age. You hereby indemnify, defend and hold SB and SB's licensees, affiliates and assigns and all their respective officers, directors, shareholders collectively, Indemnified Parties harmless from and against any and all liability and costs incurred by any of the Indemnified Parties incurred in connection with any claim arising out of or relating to the breach or alleged breach by you of any of your representation, warranties or agreements herein.

9.CHOICE OF LAW. This agreement shall except as otherwise expressly set forth herein be governed by and construed in accordance with the laws of the State of New York applicable to contracts between New York residents where such contract is wholly executed and wholly performed in New York. Any action or proceeding arising out of or relating to this agreement shall be brought only in a state or federal court of competent jurisdiction located in the County of New York, State of New York and the parties hereby consent to the personal jurisdiction of such courts.

10. SEVERABIL ITY. If any provision of this Agreement shall be held to be unlawful, void or unenforceable for any reason whatsoever, that provision shall to the extent it is unlawful, void or unenforceable be deemed severed from this agreement and shall not affect the validity or enforceability of this Agreement or any other provisions hereof.

11. ENTIRE AGREEMENT. This is the entire agreement between the parties relating to the subject matter herein and cannot except as otherwise expressly provided herein be amended or modified except by a writing signed by both parties.

IF YOU AGREE TO ALL OF THE ABOVE, PLEASE INDICATE YOUR ACCEPTANCE AND AGREEMENT AND EXECUTION HEREOF BY ACCESSING THE SITE.

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