DMDS TERMS AND CONDITIONS OF USE PLEASE READ CAREFULLY

By logging onto the DMDS website you acknowledge acceptance of these Terms and Conditions of Use.

I BROADCASTER USE OF DMDS

DMDS allows you access to music tracks and related promotional materials to preview and to download selected tracks for professional radio broadcast purposes. You agree to use DMDS only for these purposes, and will not:

• permit individuals who are not authorized users to access the DMDS website, or to audition Materials contained on it; 
• download Materials for any purpose other than to add it to a current play list for broadcast or to a play list reasonably expected to be broadcast in the foreseeable future; 
• modify, translate, distribute or create derivative works from the Materials;

1. GRANT OF LICENSE

Under the Terms and Conditions of Use set out herein, Yangaroo grants to you, a non-exclusive, non-transferable license, strictly for programming purposes in connection with the broadcast operations of your radio station: 

• to access the DMDS website for the purpose of auditioning music tracks and related promotional materials (herein collectively referred to as "Materials") and to download the Materials; and 
• to use the DMDS software and its related components as they may vary from time to time (herein the "DMDS Software");

Use of the DMDS website and the DMDS Software is restricted to authorized users as determined by Yangaroo. As part of the first log-in procedure, Yangaroo will verify the identity information provided by you. Yangaroo reserves the absolute discretion to revoke your right of access at any time and for any reason whatsoever.

2. NO RIGHTS GRANTED

Nothing in these Terms and Conditions of Use shall be construed as conferring on you any right, title, or interest in or to any software, documentation or any intellectual property embodied in or used in connection with the DMDS Software and/or the DMDS website.

The Materials contained on the DMDS website are protected by copyright and trademark laws. DMDS is not authorized to license or transfer any rights in and to such trademarks and copyrights. You may not modify, reproduce, republish, post, transmit or distribute the Materials without the consent of the copyright owners. You may print the promotional materials for promotional purposes only, but you must include any copyright notice originally included with such materials on all copies.

3. NO WARRANTIES

Yangaroo makes no warranties with respect to the Materials. Yangaroo does not control the content of the Materials and, as such, does not guarantee the legality, accuracy, completeness, integrity or quality of the Materials. Without limitation, Yangaroo shall not be liable for damage to your computer hardware, data, information, or to your business resulting from your use of the Materials or from your use of the Internet in general. You and not Yangaroo are entirely responsible for, and liable in respect of, the Materials that you download via DMDS.

4. PRIVACY POLICY

Yangaroo respects the privacy of all authorized users and does not disclose any information to record companies, other than your name and the organization you represent. The record company that sends you a track may see your views, previews or downloads of that track. Yangaroo may occasionally refer to your company name in press releases as it relates to DMDS.

5. YOUR LIABILITY

As an entertainment industry professional, you acknowledge the necessity of preserving the integrity of music distribution through DMDS and agree to assume strict liability for the use of the Materials accessed by you. You agree that the improper use of Materials by you will cause Yangaroo and its client record companies irreparable harm. You further agree that in the event of your improper use of DMDS, Yangaroo may, in its absolute discretion, revoke this license, terminate your access to DMDS and pursue all legal remedies available. In addition, you agree to indemnify Yangaroo and hold it harmless against any liability, claim, cost or damages arising out of or in connection with any breach by or through you of these Terms and Conditions of Use.

II RECORD COMPANY USE OF DMDS

Yangaroo Inc. ("Yangaroo") welcomes you to the DMDS web site (the "Site") and asks that you review the following terms and conditions ("T&C") relating to the operation and use of the Site.

1. The Site provides you with the Digital Media Distribution System (DMDS) - a means of delivering to radio broadcasters and other authorized users your music and audio files and their related meta-data ("Tracks") via uploading and downloading at the Site (the "Service"). 
2. You warrant that all registration information that you provide ("User Information") is accurate and complete. You agree to update promptly any User Information as and when it changes, failing which Yangaroo reserves the right to suspend or terminate your account. 
3. By uploading Tracks to the Site, you grant Yangaroo a no-charge, non-exclusive license to download and/or stream such Tracks to third parties solely for the purpose of providing the Service to authorized users. 
4. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Track communicated through the Service; upload to the Site any Track that you do not have a right to communicate by telecommunication or that infringes upon any right of any third party; or upload to the Site any material that contains software viruses, "worms", "trojan horses" or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. 
5. You agree to indemnify and hold Yangaroo and its subsidiaries, affiliates, agents, representatives, employees, directors, officers or partners harmless from any claim or demand including, without limitation, reasonable legal fees, made by any third party due to or arising out of any Track you upload to the Site, your use of the Service, your connection to the Service, your violation of these T&C or your violation of the rights of any party. 
6. Yangaroo and its subsidiaries, affiliates, agents, representatives, employees, directors, officers and partners are not liable for any damages (including, without limitation, any lost revenues, profits, opportunities or prospective economic advantages), arising out of or in connection with any engagement by you in any of the prohibited uses.
7. You expressly understand and agree that your use of the Service is at your sole risk and that the Service is provided on an "as is" and "as available" basis. Yangaroo makes no warranty that the service will meet your requirements or that the service will be uninterrupted, timely or error-free.
8. Upon uploading a Track to the Site or otherwise using the Service, you acknowledge that you are entering a binding agreement to engage Yangaroo for the Service according to these T&C and that you will be responsible to pay for any transactions made by you at the then current transaction cost. Late or overdue payments shall carry an interest rate of prime plus 2% per annum, calculated and payable monthly. Yangaroo reserves the right to restrict or terminate your use and access to the Site if you do not settle your account in full as agreed. You shall be responsible for the payment of any taxes associated with using the Service.
9. Yangaroo may terminate your password, account or your use of the Site or Service, or remove and discard any Track, if Yangaroo believes that you have violated or acted inconsistently with the letter or spirit of these T&C. Yangaroo may also in its sole discretion and at any time discontinue providing the Service, or any part Yangaroo shall not be liable to you or any third-party for any termination of your access to the Service.
10. The Site, the Service, DMDS and the related software are, contain, and/or use intellectual property that Yangaroo either owns or has the right to use. You may not use any of this intellectual property without the prior written consent of Yangaroo. You agree not to reproduce, copy, duplicate, sell, resell or exploit any part of, use of or access to the Service, Site or DMDS.
11. Yangaroo recognizes that personal and company information that may be entered in DMDS may be of a confidential or sensitive nature. Yangaroo services have been designed to be resistant to the inappropriate access or disclosure of such information to other registered and unregistered users.
    
    Yangaroo will not make any use of information collected from users without the express written permission of the users or the companies or other organizations with which the users are associated. If you believe that any party may have violated this policy or the privacy of your information in any way, please contact Yangaroo immediately.
    
    Yangaroo's policy is not to provide to third parties any list of users, user addresses, user e-mail addresses or other such user information for commercial purposes. However, Yangaroo may occasionally reference your company name in customer lists or press releases issued by Yangaroo regarding the licensing and/or usage of the Service.
12. These T&C constitute the entire agreement between you and Yangaroo and govern your use of the Service and supersede all other agreements and understandings. You agree that all matters relating to the access to, or use of, the Service or Site shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.