LEGAL INFORMATION

TERMS AND CONDITIONS

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DIGITAL 1 AUDIO, INC. ("D1") STATING THE COMPLETE TERMS THAT GOVERN YOUR USE OF THE KARAOKE LOCKER DOWNLOAD STORE SERVICE. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, DO NOT USE THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY EACH AND EVERY TERM OF THIS AGREEMENT (“AGREEMENT”). D1 MAY REFUSE ACCESS TO THE KARAOKE LOCKER DOWNLOAD STORE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY.

1. The KARAOKE LOCKER Service

D1 is the provider of The KARAOKE LOCKER Download Store offered on The KARAOKE LOCKER website (www.karaokelocker.com) (the "Service") that allows you to purchase digital content, such as sound recordings and videos, under the terms and conditions set forth herein.

2. Age requirement

This Service is only available for individuals aged 13 years or older. If you are 13 years or older but under the age of 18, please review these terms and conditions with your parent or guardian. By signing up for the Service you represent and warrant that you are aged 13 years or older, and that you agree to be bound by the terms and conditions of this Agreement. Any use of the Service by an individual under 13 years old is unauthorized and unlicensed.

3. Objectionable Material

You understand that by using the Service, you may encounter content that may be considered offensive, vulgar, indecent, or otherwise objectionable, which content may or may not be identified as having explicit language. Your use of the Service is at your sole risk and D1 shall have no liability to you for content that may be found to be offensive, vulgar, indecent, or otherwise objectionable.

4. Content Types

The descriptions and information, such as genres, sub-genres, categories, sub-categories and the like, are provided for convenience only, and you acknowledge and agree that D1 does not guarantee their accuracy.

5. Privacy Policy

The Service is subject to D1's Privacy Policy, which is expressly made a part of this Agreement. Please review D1's Privacy Policy posted on The KARAOKE LOCKER website.

6. Registration Data

You agree to provide accurate, current, and complete information about you as may be required to register with the Service and at other points as may be required in the course of using the Service ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete at any time. D1 has the right to confirm or otherwise verify, in its sole discretion, but without any obligation to do so, the truth and accuracy of the Registration Data at any time. D1 may terminate your rights to the Service, at any time, if any information you provide is false, inaccurate or incomplete. You agree that D1 may store and use the Registration Data you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card.

7. Your Account

You are responsible for maintaining the confidentiality and security of your password and identification, and for restricting access to your computer. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify D1 of any unauthorized use of your Account or any other breach of security. D1 shall not be liable to you for any unauthorized use of your Account.

8. Security

You understand that the Service, and the content available through the Service, such as sound recordings, videos and related artwork ("Products"), include a security framework using technology that protects digital information and limits your usage of Products to certain usage rules established by D1 and its licensors ("Usage Rules"). You agree to comply with such Usage Rules, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components for any reason whatsoever. Usage Rules may be controlled and monitored by D1 for compliance purposes, and D1 reserves the right to enforce the Usage Rules with or without notice to you. Please review carefully the Usage Rules provided in Section 11 of this Agreement.

9. Products Requirements

You acknowledge that use of Products may require the use of other hardware and software products and that such hardware and software is your responsibility. It is also your responsibility to pay any bandwidth fees necessary to use the Service.

10. Limited License

Provided that you are eligible for use of the Service and that you have validly registered to use the Service, D1 grants you a limited, non exclusive, revocable license to access and make personal use of the Service and of the Products available through the Service in accordance with the terms and conditions of this Agreement, including the Usage Rules. You acknowledge and agree that the Products available through the Service are licensed, not sold, to you, even though we refer to "purchase" or "purchase price", and you acknowledge that the download of sound recordings shall not constitute a grant or waiver of any rights of the copyright owners in such sound recordings and the underlying musical compositions embodied therein. Any use of the Service or of the Products available through the Service other than as specifically authorized herein is strictly prohibited and shall terminate automatically the license granted herein.

11. Usage Rules

You acknowledge and agree to use the Service, including the Products available through the Service, in compliance with the applicable Usage Rules:

a. You agree to use the Service and the Products available through the Service for personal, non-commercial use only;

b. You agree not to register for an Account on behalf of someone else or of any group or entity;

c. You agree not to use, sell, rent, share, transfer, license or otherwise provide anybody with the Products;

d. Each Product that you purchase may be downloaded a maximum of 5 times, all formats combined, but you acknowledge that you cannot use a Product simultaneously in more than one location. The download links are maintained in your digital locker until you have reached your maximum download limit per link. Once the download limit has been reached, the link is deactivated;

e. Notwithstanding the foregoing, once you purchased a Product and you received the Product, it is your responsibility not to lose, destroy or damage the Product, and D1 shall have no liability to you in the event of any loss, destruction or damage;

f. You agree not to use any data mining, robots, scraping or similar data gathering or extraction methods;

g. In the event that D1 changes any part of the Service or discontinues the Service, which D1 may do at its own discretion, you acknowledge that you may no longer be able to use the Service and the Products, or to use them to the same extent as prior to such change or discontinuation, and that D1 shall have no liability to you in such case; and

h. You acknowledge and agree that you obtain absolutely no intellectual property rights in the Product that you download, including, without limitation, no synchronization rights whatsoever. D1 reserves the right to modify the Usage Rules at any time without notice.

12. Products Availability and Prices

You acknowledge and agree that the Products that are available to you are the Products available in the country in which the credit card you designate during the registration process was issued. D1 reserves the right to change any and all Products available in the Service and the pricing of such Products at any time without notice.

13. Payment for Products

You agree to pay for all Products you purchase through the Service, and that D1 may charge your credit card for any Products purchased, and for any additional amounts (including any applicable taxes) as may be accrued by or in connection with your Account. You are responsible for the timely payment of all fees and for providing D1 with a valid credit card details for payment of all fees. All fees will be billed to the credit card you designate during the registration process. If D1 does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by D1. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. All payments must be made by VISA, MasterCard and American Express, or through Paypal. D1 will not accept cash, checks or any other payment form. AS BETWEEN YOU AND D1, YOU ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR SERVICES BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHO HAD ACCESS TO YOUR CREDIT CARD OR CREDIT CARD NUMBER, WHETHER OR NOT SUCH AMOUNTS WERE AUTHORIZED BY YOU.

14. Taxes

You are responsible for paying any governmental taxes imposed on your use of the Service, including, but not limited to, sales, use or value-added taxes.

15. Unauthorized Charges

Unless you notify D1 of any discrepancies or unauthorized charges within sixty (60) days after they first appear on your credit card statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release D1 from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to D1 within sixty (60) days of its first appearance on an invoice or credit card statement.

16. Technical Problems

On occasion, technical problems may delay or prevent delivery of your Product. Your exclusive and sole remedy with respect to a Product that is not delivered within a reasonable period shall be either replacement of such Product or refund of the price paid for such Product, as determined by D1.

17. Removal of Content

D1 and its licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. D1 shall not be liable for the removal of or disabling of access to any such Product, content or material.

18. Intellectual Property

You acknowledge and agree that the Service, The KARAOKE LOCKER website and all Products and other content on such website and available through the Service, including, but not limited to, designs, text, graphics, logos, button icons, images, pictures, music, audio clips, videos, information, editorial content, data compilations, files selection and arrangement, links, and software, are the property of D1 and/or its licensors, and are protected by applicable intellectual property and copyright laws. You agree not to use such proprietary information and materials in any way except for use of the Service in accordance with the terms of this Agreement, including the Usage Rules. You do not obtain any rights under this Agreement in any intellectual property.

19. Copyright Claims

D1 obeys all relevant copyright laws, and 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 us with the following:

a) A physical or electronic signature of the copyright owner or the person authorized to act on its behalf;

b) A description of the copyrighted work claimed to have been infringed;

c) A description of the infringing material and information reasonably sufficient to permit us 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 that the information in the notification is accurate, and, under the pains and penalties of perjury, that you are authorized to act on behalf of the copyright owner.

g) Claims can be sent to Digital 1 Audio, Inc., 611 S. Ft. Harrison Ave., #317, Clearwater, FL 33756 Attn: Copyrights and Claims.

20. Termination of the Service

D1 shall have the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time and for whatever reason, with or without notice to you. D1 shall not be liable to you or to any third party for exercising such rights.

21. Termination If you fail, or D1 suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide D1 with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, violation of the Usage Rules, or infringement or other violation of third parties' rights, D1, at its sole discretion, without notice to you, may (i) terminate this Agreement and/or deactivate your Account, and you will remain liable for all amounts due; and/or (ii) preclude access to the Service (or any part thereof). Provisions 11, 15, 17, 18, 21, 22, 23, 24 and 25 of this Agreement shall survive the termination of this Agreement.

22. Use of Your Information

If your Account is deactivated or this Agreement is terminated, D1 may retain some information provided by you to comply with the law and/or its contractual obligations with third parties, and/or to prevent subsequent registration to the Service.

23. NO WARRANTIES/DISCLAIMERS

D1 makes no guarantee, representation or warranty that its operation of The KARAOKE LOCKER website or your use of the Service will be uninterrupted or error-free, and you agree that the Service may be temporarily unavailable from time to time for maintenance, technical problems or other reasons. D1 may remove the Service for indefinite periods of time, or terminate the Service at any time, without notice to you and without liability. The Service, and all Products, information, content and materials made available to you through the Service, are provided by D1 "as is" and "as available". D1 disclaims any and all warranties and representations with respect to the Service, and the Products, information, content and material available through the Service, including, but not limited to, the quality of the sound recordings, and all expressed or implied warranties of merchantability, non-infringement and fitness for a particular purpose are hereby specifically disclaimed and excluded. Without limiting any provision herein, D1 makes no guarantee, representation or warranty that any particular player, portable device, or other hardware will be compatible with the Service and/or the Products. It is your sole responsibility to ensure that your system(s) and/or devices will function correctly with the Service and/or the Products. D1 shall not be liable to you or to any third party for any loss or damages to your computers, internet modems, players, portable devices or other hardware. D1 makes no guarantee, representation or warranty that the Service will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and D1 disclaims any liability relating thereto. You are solely responsible for backing up your own system. D1, ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND LICENSORS, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS MADE AVAILABLE TO YOU THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, AND CONSEQUENTIAL DAMAGES.

24. Indemnification

You agree to indemnify and hold D1, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, representatives, contractors, and licensors harmless from and against any claim, loss, liability, damages, costs and expenses arising out of or in connection with

a) your breach of this Agreement;

b) any violation by you of any law or rights of a third party; or

c) any action taken by D1 as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred.

25. Applicable Law

You agree that the laws of the state of Florida, in the United States, without regard to principles of conflict of laws, shall govern this Agreement. Any actions or disputes of any sort relating to this Agreement and the Service shall be exclusively adjudicated in the State and/or Federal Courts of Florida, and you consent to such venue and jurisdiction.

26. Assignment

You may not assign this Agreement without D1's prior written consent. D1 may assign this Agreement at any time without prior notice to you.

27. Changes to this Agreement

D1 may change, revise, update, supplement or otherwise modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion. You acknowledge and agree that D1 may impose new or additional rules, policies, terms or conditions on your use of the Service at any time. You hereby agree that the posting on The KARAOKE LOCKER website of a change notice or of a modified agreement is considered sufficient notice. All such changes shall take effect immediately. Your continued use of the Service after such changes shall be deemed to constitute your acceptance of any and all such changes. If you do not agree to abide by these new terms, do not continue to use the Service and close your Account. It is your responsibility to regularly check The KARAOKE LOCKER website to determine if there have been changes to these terms and to review such changes.

28. Language

You accept that English is the language of this Agreement and that the English versions of this Agreement and of the Privacy Policy shall prevail.

29. Submissions and Complaints

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, complaints or other information about the Service that you wish to provide to D1 shall be made through the Contact Us Section of The KARAOKE LOCKER website.

30. Electronic Communications

YOUR ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU CONSENT TO RECEIVE COMMUNICATIONS FROM D1 ELECTRONICALLY. AS A USER OF THE SERVICE, D1 MAY FROM TIME TO TIME SEND YOU EMAILS UPDATES ABOUT THE SERVICE OR THE CHANGES TO THIS AGREEMENT. YOU AGREE THAT ALL THESE EMAILS UPDATES AND OTHER COMMUNICATIONS THAT D1 PROVIDES TO YOU ELECTRONICALLY SATISFY ANY LEGAL REQUIREMENT THAT SUCH COMMUNICATIONS BE IN WRITING.

Last updated: April 1, 2012