CONNECT STORE TERMS OF SERVICE AND END-USER LICENSE AGREEMENT These terms of service and end-user license agreement (the “E.U.L.A.”) govern your rights to the Connect store and the digital music files (the “Connect Downloads”) you are downloading from the Connect Store. It is a legally-binding contract between you and Sony Connect Inc. (sometimes referred to below as "Sony Connect", "we" or "us" or "our") that grants you a limited license to access the Connect store and to use the Connect Downloads you have selected. In order to purchase the right to download and access the Connect Downloads, you must agree to the terms of this E.U.L.A. After you have read this E.U.L.A., you can indicate your acceptance of its terms by clicking the "I Agree" button below. By installing, copying, or otherwise using the Connect store or its software, you acknowledge that you have read the E.U.L.A. and agree to be bound by its terms and conditions. If you do not agree to (or cannot comply with) the terms and conditions of this E.U.L.A., click the "I Decline" button and do not install, copy, or use the Connect store, software or any Connect Downloads. By clicking the "I Decline" button, you will be unable to complete the registration process and you will not be able to download from the Connect store. GENERAL INFORMATION. You understand that the Connect store and software include security components that permit digital information to be protected and that limit your use and access to Connect Downloads so that they may be used only in accordance with licensing rules assigned by Sony Connect and/or its content suppliers (the “Usage Rules”). The Connect Downloads are available only in the United States and you agree not to use or attempt to use the Connect store from outside of the available territory. Sony Connect is unable to accept credit cards that are issued by banks outside of the United States. Sony Connect may utilize certain technologies to verify your compliance with such rules. The Connect Downloads are encoded and licensed to you in the Atrac3 and Atrac3Plus format and are wrapped in the OMG digital rights management solution (the “DRM”). The approved Usage Rules, below, shall govern your rights with respect to the Connect Downloads regardless of whether unauthorized rules have been associated with music downloads by another party. This E.U.L.A. provides: (i) information regarding your rights with respect to the Connect Downloads; (ii) information regarding your rights with respect to your access to the Connect store; (iii) information regarding our Customer Service and refund policies; and (iv) other important legal information. Sony Connect's privacy policy applies to the use of the Connect store and its terms are made a part of this E.UL.A. by this reference. For further information about the mechanics of downloading or other aspects of your purchase, please refer to our FAQs. YOUR RIGHT TO USE THE CONNECT STORE AND ITS CONTENTS. The Connect store and all materials on the Connect store, including but not limited to the Connect Downloads, images, software, text, and video clips (the “Content”) are only for your personal use and you agree that you are purchasing Connect Downloads for your own personal use for entertainment purposes and not for redistribution. The sale to you of any Connect Download does not convey to you any reproduction or promotional use rights in the Connect Download (e.g., any uses that implicate or require synchronization rights or public performance or print music publishing rights to be obtained and/or paid with respect to the musical compositions, or any use that would result in the commercial redistribution of the Connect Download or the musical composition underlying such download). You may not distribute, exchange, modify, sell or re-sell, or transmit to any other person any materials contained on the Connect store, including but limited to any text, images, audio, and video, for any business, commercial or public purpose. You agree to abide by the rules and policies established from time to time by Sony Connect. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Connect store and related software, and may include, for example, required or automated updates, modifications and/or reinstallations of the software, and obtaining available patches to address security, interoperability, and/or performance issues. Sony Connect (for itself and for its content providers) reserves the right to enforce the Usage Rules with or without notice to you. As long as you comply with this E.U.L.A., Sony Connect grants you a non-exclusive, non-transferable, limited right to enter, display, and use the Connect store. The Connect Downloads and other materials contained in the Connect store may be owned by Sony Connect or by third parties. In all circumstances, you understand and acknowledge that your rights with respect to Content you obtain for use in connection with the software and the Connect store will be limited by copyright law and by the Usage Rules, as described in the E.U.L.A. You agree not to interrupt or attempt to interrupt the operation of the Connect store in any way. DOWNLOADS LICENSE AND LIMITATIONS ON USE. Sony Connect hereby grants you a non-exclusive, non-transferable, revocable license to use the Connect Downloads in accordance with the following limitations (the "Limitations on Use"): Permitted Uses: You may play the Connect Downloads an unlimited number of times on up to three (3) personal computers that are registered with the Connect store, including the personal computer on which the Connect Downloads are originally downloaded. Once downloaded to that personal computer, you may transfer the licensed Connect Downloads an unlimited number of times to portable music devices and media (except for WMG's Content, which may be transferred to up to three (3) different portable devices) that read the OpenMG DRM such as the HiMD, the Net MD, and the Memory Stick media. You may not thereafter transfer, copy or export (or the like) such Connect Download from one such device to another, or to any media of any kind without maintaining the OpenMGDRM. In addition, you may also "burn" up to a total of ten (10) CDs, (up to five (5) permanent copies of the Connect Downloads in compressed form in the Atrac3 codec encrypted and protected by the OpenMG DRM and up to five (5) Redbook CDs (except for UMG's content, which may be burned to at least ten (10) Redbook CDs)), to either blank recordable CD-R compact discs or blank recordable CD-RW compact discs, (i.e., a physical, non-interactive record configuration that conforms to either (i) in the case of CD-Rs, the so-called "Orange Book Part II" technical specification for "write once" compact discs or (ii) in the case of CD-RWs, the so-called "Orange Book Part III" technical specification for "re-writable" compact discs). Any burning or transferring capabilities of the Connect Downloads are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners of the sound recording and underlying musical composition embodied in the Connect Download. OWNERSHIP OF INTELLECTUAL PROPERTY. All Content on the Connect store is protected by copyright under U.S. law, international conventions, and other copyright laws. You cannot use the Content except as specified herein. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. There are a number of proprietary logos, service marks, and trademarks (collectively, the “Trademarks”) found on the Connect store. The Trademarks listed below are trademarks of Sony Connect, its direct or indirect parents, and/or its affiliates or a third party owner. Nothing contained on the Connect store should be construed as granting by estoppel or otherwise, any license or right of use to any Trademark displayed on the Connect store. Please note that this Trademark list is periodically updated such that neither this list nor its updates are all-inclusive lists of Sony Connect's and its affiliates Trademarks. For questions pertaining to Sony Connect's Trademarks or this Trademark list, please send inquiries to Sony Connect Trademarks, 2100 Colorado Avenue, Core 2, Santa Monica, CA 90404. Atrac3, Atrac3Plus, Connect, Connect (logo), HI MD, Memory Stick, Memory Stick Duo, Net MD, Network Walkman, OpenMG, Sony Connect, SonicStage, Sony Style, VAIO Select, VAIO Slimtop, VAIO Smart, VAIO Smart, VAIO Sphere, VAIO World, Walkman. Other Trademarks used in the Connect store are the Trademarks of their respective owners. Following are licensed by Sony Connect from third parties with special attribution requirements. This list is not an all-inclusive list: Intel Inside, Pentium. YOUR ACCOUNT AND PASSWORD Registration with the Connect store will require you to open an account (including setting up a unique ID and password). You may only open an account for yourself, and not for any other person. You warrant that the information you provide to Sony Connect during the registration process and any other communications with Sony Connect, is true, correct, complete, and current and you agree to update such information as necessary so that it remains current, accurate, and complete. You agree that any information provided by you to us will not violate any law or regulation or infringe the rights of any third party. By opening an account, you are certifying that you are a resident of the United States and that you are capable of entering a contract under the laws of your jurisdiction. You will be asked during the registration process to provide Sony Connect with your credit card information. You acknowledge and agree that the complete privacy of your data and messages transmitted while registering or using the Connect store cannot be guaranteed. You agree that you will consult the terms and conditions that are imposed by your credit card issuer for notification requirements and limitations on your liability for loss, theft, or unauthorized use of your credit card. You agree that you, and not Sony Connect, will be solely responsible for the payment of all amounts billed to your credit card by unauthorized third parties. You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your Connect store account. You agree to notify Sony Connect immediately of any unauthorized use of your account or password, or any other breach of security. However, you may be held liable for losses incurred by Sony Connect, its third party licensors, or by any other user of or visitor to the Connect store due to someone else using your unique ID, password or account. No person may use anyone else's unique ID, password or account at any time. Sony Connect and its third party licensors cannot and will not be liable for any loss or damage arising from any failure on the part of any person to comply with these obligations. RULES FOR KIDS. Effective April 21, 2000, the Children's Online Privacy Protection Act (“COPPA”) was enacted into law and it imposed new rules regarding the collection of personal information from children younger than the age of 13. Because the Connect store is not directed to children under the age of 13, we can not offer the Connect Downloads to such individuals. If you are under the age of 13, you may not create an account with the Connect store and you shall not be eligible to enter any contests or sweepstakes or to participate in any promotions, and you are asked not to provide any personal information to us. REFUND POLICY. There are no refunds once a Connect Download is purchased. When you click the “Buy Now” button, your music purchases are charged to the credit card on your Connect store account. PRICES, TAXES, SPECIAL OFFERS AND PROMOTIONS. Features, specifications, services and/or prices offered from the Connect store may change at any time without notice and Sony Connect does not provide price protection or refunds in the event of a price drop or a promotional offering. Purchases from the Connect store may include sales tax (where applicable) and such tax will be based on the bill-to address. In such cases, the sales tax rate in effect at the time the Connect Download occurs will apply. If the applicable sales tax rate changes before the Connect Download has been completed, the new tax rate, effective at the time of the completion of the Connect Download, will apply. You are not eligible for tax exemptions for purchases made from the Connect store. Other product and service limitations and disclaimers may apply. Special product or service offerings and promotions displayed on the Connect store are considered no longer valid once they are removed from the Connect store. Additionally, all offerings and promotions are subject to change or cancellation at any time without notice. CUSTOMER SERVICE. Customer Service can be accessed by entering the following URL into your Internet browser window: http://www.sony.com/connectsupport. SONY CONNECT's RIGHT TO CHANGE THE CONNECT STORE, THESE TERMS OF SERVICE OR THE E.U.L.A. Sony Connect may add to, change or remove any part of the E.U.L.A. at any time, without notice. Any changes to the E.U.L.A. apply as soon as they are posted. You should therefore periodically visit this page, by clicking on the hyperlink entitled “Terms of Sevice/E.U.L.A.” at the bottom of the Connect store web pages to review the then-current Terms of Service and E.U.L.A. By continuing to use the Connect store after any changes are posted, you are indicating your acceptance of those changes. Sony Connect and/or the owners of the Content may add, change, discontinue, remove, or suspend any materials posted on the Connect store, including features and specifications of products described or depicted on the Connect store, temporarily or permanently, at any time, without notice and without liability. RISK OF USE. Sony Connect, its direct and indirect parents, licensors, suppliers and affiliates assume no responsibility, and shall not be liable for, any damages to, or viruses that may damage your computer equipment or other property on account of your access to, use of, or browsing in the downloading of any materials, data, text, images, video, or audio from the Connect store or any other way, whether or not linked from the Connect store. LINKS FROM OTHER WEB SITES. Sony Connect is not responsible for the content of any web site linked to the Connect store. Your linking is entirely at your own risk. Any links are provided for your convenience only and should not be interpreted as an endorsement of the owner/sponsor of the web site. Sony Connect disclaims all warranties, express or implied, as to the accuracy, quality, or otherwise of any materials or information contained on such web sites. WARRANTIES AND DISCLAIMER OF WARRANTIES. THE CONNECT STORE, THE CONTENT, AND THE CONNECT DOWNLOADS ARE PROVIDED SOLELY ON AN "AS-IS" BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SONY CONNECT AND ITS DIRECT AND INDIRECT PARENTS, LICENSORS, SUPPLIERS AND AFFILIATES: (1) DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONNECT STORE, THE CONTENT, OR THE CONNECT DOWNLOADS; (2) EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE; AND (3) DO NOT WARRANT THAT THE CONNECT STORE, THE CONNECT DOWNLOADS OR YOUR USE THEREOF OR THE CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE. YOUR SOLE AND EXCLUSIVE REMEDY AND WARRANTY AND SONY CONNECT'S AND ITS DIRECT AND INDIRECT PARENT'S, LICENSORS', SUPPLIERS' OR AFFILIATES' SOLE OBLIGATION AND LIABILITY HEREUNDER WITH RESPECT TO THE CONNECT STORE, THE CONTENT, AND THE CONNECT DOWNLOADS WILL BE, AT SONY CONNECT'S SOLE OPTION, REPLACEMENT OF THE DEFECTIVE CONNECT DOWNLOADS OR A WHOLE OR FULL REFUND OF THE PURCHASE PRICE PAID BY YOU FOR THE DEFECTIVE CONNECT DOWNLOADS. LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN THIS E.U.L.A., IN NO EVENT WILL SONY CONNECT, ITS DIRECT OR INDIRECT PARENTS, LICENSORS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED, ARISING FROM OR RELATING TO THE CONNECT STORE, THE CONTENT, THE CONNECT DOWNLOADS, THIS E.U.L.A. OR THE SUBJECT MATTER OF IT UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO (1) DAMAGES ARISING FROM LOSS OF DATA; AND (2) DAMAGES ARISING FROM YOUR USE OF THE CONTENT OR THE CONNECT DOWNLOADS IN VIOLATION OF THIS E.U.L.A., INCLUDING THE LIMITATIONS ON USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. INDEMNIFICATION. You will defend and indemnify Sony Connect and its direct and indirect parents, licensors, distributors, suppliers and affiliates (and their respective officers, directors, employees and agents) against any and all claims, losses, damages, liabilities, deficiencies, judgments, assessments, fines, costs and other expenses (including reasonable attorneys' fees) arising from or relating to your use of the Connect Store, the Connect Downloads or Content in violation of this E.U.L.A. TERMINATION. This E.U.L.A. and your rights to access, download and use the Connect Downloads are subject to immediate termination, without notice, if you breach any provision of this E.U.L.A. or if you use the Content or Connect Downloads in violation of this E.U.L.A. If such termination without notice is expressly prohibited by applicable law, then such termination will occur upon notice of any such breach. Upon termination, you must: (i) cease all use of the Connect Store, the Content, and the Connect Downloads, (ii) destroy all electronic files of the Content and Connect Downloads and (iii) return all physical copies of the Content and Connect Downloads recorded in recordable blank media to Sony Connect. CHOICE OF LAW AND VENUE. This E.U.L.A. will be governed by the laws of the state of California, without regard to its conflicts of law principles. You agree that any claim or dispute arising out of or relating to this E.U.L.A. will be brought in an appropriate state or federal court located in Los Angeles County, Los Angeles. You agree to submit to the exclusive jurisdiction and venue of these courts and waive any jurisdictional, venue or inconvenient forum objections to such courts. THE PARTIES SHALL NOT RAISE IN CONNECTION THEREWITH, AND HEREBY WAIVE, TRIAL BY JURY AND/OR ANY DEFENSES BASED UPON THE VENUE, THE INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL JURISDICTION, THE SUFFICIENCY OF SERVICE OF PROCESS OR THE LIKE IN ANY SUCH ACTION OR SUIT. SURVIVAL. The paragraphs entitled "INDEMNIFICATION" and "CHOICE OF LAW AND VENUE" will survive termination of this E.U.L.A. ENTIRE AGREEMENT AND SEVERABILITY. This E.U.L.A. constitutes the entire agreement between you and Sony Connect with respect to its subject matter. No employee of Sony Connect has the authority to alter or vary any of the policies of Sony Connect, the Connect store or the E.U.L.A. If any part of this E.U.L.A. is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this E.U.L.A. will be interpreted so as to reasonably effect the intention of the parties. Launch: Registration Version 3.3 05072004