READ CAREFULLY. THIS TERMS OF USE AGREEMENT IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU" AND "YOUR") AND ZUZULA.COM ("ZUZULA," "WE," "US," OR "OUR"). BY CLICKING THE "I AGREE" BUTTON OR BY OTHERWISE INSTALLING, COPYING OR USING THIS APPLICATION, OR ANY WEB SITE OWNED OR CONTROLLED BY ZUZULA, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. THIS AGREEMENT SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF THE DOWNLOADABLE ZUZULA INFORMATION OR DATA OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY ARTWORK, TEXT, VIDEO, AUDIO, OR PICTURES SERVED THROUGH THE SOFTWARE OR RECEIVED FROM OR ON ANY WEB SITE OWNED OR CONTROLLED BY ZUZULA (COLLECTIVELY THE "CONTENT") (THE ZUZULA WEBSITE AND THE CONTENT ARE TOGETHER REFERRED TO AS THE "APPLICATION"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST CLICK "CANCEL," AND LEAVE THIS WEB SITE PROMPTLY.

1. Description Of Application. By registering to use the Application, you will have free access to our artist, album and track information, music recommendations, and artist biographies and discographies, and a fee-based download service that allows users to download certain songs from our extensive catalog straight to your computer or compact disc. Any information that you supply to us will be governed by the terms and conditions of Zuzula's Privacy Policy, as it may be updated from time to time by us.

2. Grant Of License. Zuzula hereby grants to you a limited, non-exclusive license to use the Application on any computer solely for personal, noncommercial use and subject to the following terms. You may not: (i) frame or link to the Application except as expressly permitted in writing by Zuzula; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Application or any portion thereof; (iii) copy the Application or any portion thereof; (iv) sell, rent, lease, transfer, distribute, broadcast, display or otherwise assign any rights to the Application to any third party; (v) remove any proprietary notices or labels on the Application; (vi) use the Application in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction; (vii) use the Application for any commercial or illegal purpose; (viii) use the Application to invade the privacy of, or obtain personal information about, any Application account holder or user, or to obtain a list of Application account holders or users; (ix) copy, modify, erase or damage any information contained on the Zuzula, or any third party, servers; (x) use the Application to violate any legal right of any third party, including any publicity or privacy right, copyright or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable; or use any data mining, robots, or similar data gathering and or extraction tools in connection with the Application; (xi) use the Application to post or transmit any unsolicited advertising or promotional materials; (xii) access or use any password protected, secure or non-public areas of the Application except as specifically authorized in writing by Zuzula (unauthorized individuals attempting to access these areas of the Application may be subject to prosecution); or (xiii) impersonate or misrepresent your affiliation with any person or entity.

Other than as specifically permitted, you may not use the fee-based features of the Application unless you have paid the applicable fee and agreed to the terms of the User Agreement and the terms and conditions of Zuzula's Privacy Policy, as it may be updated from time to time by us.

3. Upgrades. You acknowledge that Zuzula may issue upgraded versions of the Application from time to time, and may automatically electronically upgrade the version of the Application that you are using on your computer. You consent to such automatic upgrading, and agree that this Agreement (as amended from time to time) will govern all such upgraded versions.

Zuzula may modify the Application at any time without notice and may discontinue any Zuzula web site at any time without notice.

4. Title To Website. Zuzula retains all title, ownership rights, and intellectual property rights in and to the Website in order to use the Application. Except as expressly stated in this Agreement, Zuzula does not grant any express or implied right or license to you under any patent, copyright, trademark, or trade secret rights of Zuzula.

5. Title To Content Served Through The Application. The Content served by Zuzula or third parties directly through the Application is the property of Zuzula, its licensors and its advertisers. Title, ownership rights and intellectual property rights in and to such Content is the property of either Zuzula or third-party content owners and copyright holders and is protected by applicable copyright and other law. Other than as expressly provided herein, this Agreement gives you no express or implied license to the Content, including without limitation, any right to use, sell, rent, copy, distribute, broadcast, modify, perform or publicly display any Content..

Zuzula complies with copyright law and expects its users to do the same. You may not use the Application to help you infringe the copyrights of any third party. Unauthorized use, copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders' rights and a violation of the law. You agree that you shall only use the Application in a manner that violates no third-party rights and that complies with all applicable laws in the jurisdiction in which you use the Application, including, but not limited to, applicable restrictions concerning copyrights and other intellectual property rights.

6. Linked Entities. The Application contains links through advertising and otherwise, to various third party web sites and other resources ("Linked Entities"). These Linked Entities (other than www.pauseplay.com) are not under the control of Zuzula and Zuzula is not responsible or liable for the content, communications or materials of any Linked Entities. Zuzula is providing these links to you as a convenience only. The inclusion of any link does not imply endorsement by Zuzula of the Linked Entity or any association with its operators. You are responsible for adhering to the applicable terms of service for any Linked Entity. You are solely responsible and liable for any interactions you may have with such entities, their sponsors and other third-parties.

7. Copyright Agent. The music industry depends upon copyright law to enable song writers, recording artists, music publishers and record labels to get fairly compensated for their works. Unauthorized copying or distribution of copyrighted music is an infringement of the copyright holder\'s rights. At our discretion and in appropriate circumstances, Zuzula may revoke the license of users who infringe upon the copyright, or other intellectual property rights, of others. If you are an artist or other copyright holder who believes that Zuzula\'s service is hosting or linking directly to infringing copies of your work, please let us know. Pursuant to 17 United States Code 512(c)(2), our designated agent for notice of alleged copyright infringement of the Application is:

Lazarus & Harris LLP 561 Seventh Avenue, 11th Floor New York, NY 10018 Attn: David H. Friedlander, Esq. phone: 212.302.5252 email address: dfriedlander@lazhar.com

Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement related to the Application must be a written communication addressed to the designated agent as set forth above, and must include substantially all of the following: (a) A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of an exclusive right that is allegedly infringed; (b) Specific identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a list of each copyrighted work claimed to have been infringed; (c) Information related to the work(s) reasonably sufficient for Zuzula to promptly locate the work (e.g. title of work, location within the Application, etc.); (d) Information reasonably sufficient to permit Zuzula to directly contact the complaining party, such as a complete name and address, telephone number, and an email address; (e) A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) A statement requesting that Zuzula take a specific act with respect to the alleged infringement (e.g., removal, access restricted or disabled); and (g) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

8. Registration. You agree to provide true, accurate, current and complete information about yourself as prompted by the registration process (such information being the "Account Information"). You agree to update your Account Information in order to keep such information current.

During the registration process to use the Application, you will create a password and a user name. Once you have completed the registration process, we will set up an account for you. You are solely and entirely responsible for maintaining the confidentiality of your password and user name. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account.

9. Disclaimer Of Warranty.

THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE APPLICATION OR ITS OPERATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZUZULA AND ITS DISTRIBUTION AND SYNDICATION PARTNERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

USE OF THE APPLICATION IS AT YOUR OWN RISK. ZUZULA MAKES NO WARRANTY THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES ZUZULA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE APPLICATION OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE APPLICATION. ZUZULA MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE APPLICATION OR ANY TRANSACTIONS ENTERED INTO THROUGH THE APPLICATION.

10. Limitation Of Liability.

THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE APPLICATION REMAINS WITH YOU. IN NO EVENT SHALL ZUZULA, ITS DISTRIBUTION AND SYNDICATION PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE APPLICATION OR ANY PART THEREOF, EVEN IF ZUZULA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. User Supplied Materials. All information, advice, files, links, communications or other materials posted by you to or through the Application ("User-Supplied Materials") shall be your responsibility. You agree not to post or transmit any User-Supplied Materials that infringe a third party's rights, including without limitation any privacy, publicity or intellectual property rights, or that are unlawful, untrue harassing, libelous, defamatory, abusive, tortious, threatening, harmful (including but not limited to viruses, worms or similar software) or that is otherwise objectionable. You grant, or warrant that the owner of such User-Supplied Materials has expressly granted Zuzula, the royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right and license to use, reproduce, display, modify, transmit, distribute, perform, display and delete such User-Supplied Materials (in whole or in part) worldwide and or/ to incorporate such User-Supplied Materials in other works in any form, media or technology now known or later developed. User-Supplied materials are public and not private communications.

12. User-Supplied Materials And Monitoring. Zuzula shall have the right, but not the responsibility, to monitor and/or remove User-Supplied Materials deemed harmful or offensive in Zuzula's sole discretion, or that otherwise violate this Agreement or any rules that Zuzula may institute from time to time. Zuzula shall have no liability for the failure to receive or for the removal of any User-Supplied Materials. Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties, are those of the respective author(s) or distributor(s) and not of Zuzula. Zuzula neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on or in connection with the Application by anyone other than authorized Zuzula employees acting in their official capacities.

13. Indemnity. You agree to indemnify and hold Zuzula and its parents, members, subsidiaries, affiliates, service providers, syndicators, distributors, licensors, officers, directors and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of or related to your violation of this Agreement, or your violation of any law, regulation or third-party right.

14. Termination.

(a) This Agreement (and your license) shall terminate automatically and immediately if you fail to comply with any of the limitations described in this Agreement. No notice shall be required from Zuzula to effectuate such termination.

(b) In addition, Zuzula reserves the right to terminate this Agreement and discontinue your access to the Application at any time for any reason, and with or without notice.

(c) Upon termination of this Agreement for any reason you must immediately destroy all copies of the Application.

15. Customer Service. If you have any questions or concerns about your account, you may contact us at accounts@zuzula.com.

You understand and agree that Zuzula is solely responsible for all customer service, help, and account issues related to the Application. Neither your ISP nor any third-party website through which you may have accessed the Application is responsible for customer service, help, or account-related issues. You agree not to direct any questions, requests for assistance, or inquiries about the Application to your ISP or to any third party website through which you may have accessed the Application.

16. Modification. Zuzula may modify this Agreement at any time in our sole discretion. A change of terms notice will be posted at the top of this Agreement. In the event of a material change to this Agreement we will use reasonable efforts to notify you by sending notice to the email address that you have provided to us. If any modification is unacceptable to you, you agree that your only recourse is to immediately terminate your use of the Application and destroy any copies of the Software in your possession. Your continued use of the Application following our posting of a change of terms notice or a new Terms of Use Agreement on the Application will constitute your binding acceptance of the change. YOUR ACCEPTANCE OF THIS AGREEMENT INDICATES THAT YOU GIVE CONSENT TO ZUZULA TO E-MAIL YOU WITH NOTICES CONCERNING MATERIAL CHANGES IN THE TERMS OF THIS AGREEMENT, THE APPLICATION OR THE SERVICES TO WHICH YOU HAVE SUBSCRIBED.

17. Governing Law. This Agreement shall be governed by the laws of the State of New York, United States of America, without regard to or application of any choice of law or conflict of laws provisions. You consent to the exclusive jurisdiction of the state and federal courts sitting in New York City, in the State of New York. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. If either Zuzula or you employs any attorneys to enforce any rights arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

18. General. No delay or failure to take action under this Agreement shall constitute any waiver by Zuzula of any provision of this Agreement. This Agreement (including all documents expressly incorporated by reference) constitutes the complete and exclusive agreement between Zuzula and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. This Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void.