Podcast Ready, Inc. provides its service to you subject to the following Terms and Conditions of Use Agreement. Please read this agreement carefully.

PODCAST READY

TERMS AND CONDITIONS OF USE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "USER") AND PODCAST READY, INC., A DELAWARE CORPORATION ("WE", "US", OR "PODCAST READY"), THAT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PODCAST READY SERVICE. THIS AGREEMENT, TOGETHER WITH ALL UPDATES, SUPPLEMENTS, ADDITIONAL TERMS, SOFTWARE LICENSES, PROMOTIONAL OFFER TERMS AND ALL OF PODCAST READY'S RULES AND POLICIES COLLECTIVELY CONSTITUTE THIS "AGREEMENT" BETWEEN YOU AND PODCAST READY. BY ACCESSING THE PODCAST READY SITE AND USING ANY OF THE PODCAST READY SERVICE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.

Definition of the Podcast Ready Service. Podcast Ready is the creator and provider of a service (the "Podcast Ready Service") that provides users with an easy-to-use, feature-rich portal for the management of podcast programs and subscriptionsto podcast content (collectively, the "Podcast Ready Content") owned or developed by third party content providers ("Content Providers") through means including, but not limited to, Podcast Ready's Website, podcastready.com, and such other or successor domain names as may be operated, acquired, or used from time to time by Podcast Ready (collectively, "Podcast Ready Site"); and to playback such Podcast Ready Content on a computer or PodcastReady hardware device ("Device") using Podcast Ready's proprietary myPodder Software application (or other third party software application specifically approved by Podcast Ready that meets the then-current PodcastReady specifications) and/or any other software the user accesses, downloads, or otherwise receives for use in connection with the Podcast Ready Service, including but not limited to Beta (pre-release) versions thereof (collectively, the "Podcast Ready Software").

Requirements for Use of the Podcast Ready Service. The Podcast Ready Service is for individuals who are 13 years of age or older and who can form legally binding contracts under applicable law. If you do not meet the foregoing or other applicable requirements, you may not use the Podcast Ready Service.

Privacy. Podcast Ready's Privacy Policy is expressly incorporated herein by reference and made a part of this Agreement. To view Podcast Ready's Privacy Policy, click here. Additionally, by using the Podcast Ready Site, you acknowledge and agree that Internet transmissions are never completely private and secure. You understand that any message or information you send to the Podcast Ready Site may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Your Information. You agree to provide current, complete, and accurate information required to complete your registration with the Podcast Ready Service and at other points as may be required in the course of using the Podcast Ready Service (such information will be referred to herein, collectively, as "Registration Data"). You further agree to maintain and update Registration Data as required to keep it current, complete, and accurate. You shall not use a false or misleading name or a name that you are not authorized to use. If any information you provide is false, incomplete, or inaccurate, we may terminate your rights to any or all of the Podcast Ready Service. If the information you provide is fraudulent, you may also be subject to criminal and/or civil liability. You agree that we may store and use Registration Data you provide for use in maintaining your accounts and providing the Podcast Ready Service.

User Account, Password, and Security

Account and Password. As a registered user of the Podcast Ready Service, you may receive or establish one or more passwords and accounts ("Podcast Ready Account(s)"). You are solely responsible for maintaining the confidentiality and security of your passwords and Podcast Ready Accounts. You may not divulge your password to anyone else or use anyone else's password or Podcast Ready Account. You are entirely responsible for all activities that occur on or through your Podcast Ready Account(s), and you agree to notify us immediately about any unauthorized use of Podcast Ready Accounts or any breach of security. You agree that we will not be responsible for any losses incurred in connection with any misuse of passwords, and you further agree that we will have no responsibility whatsoever for your failure to comply with this Paragraph. Your breach of this Paragraph may result in immediate termination of your Podcast Ready Account(s), and may also subject you to criminal or civil liability.

Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the Podcast Ready Service. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; or (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation which may be transferred to your computer via the Podcast Ready Service.

Licenses

Content Provider's License. When you receive Podcast Ready Content from the Podcast Ready Service, your use of such Podcast Ready Content is subject to any and all applicable licenses and other terms and conditions relating to such Podcast Ready Content as determined by the applicable Content Provider. It is your responsibility to ensure that you comply at all times with the terms and condition of use specified by the applicable Content Provider. Except as otherwise provided in the terms and conditions of use applicable to particular Podcast Ready Content, your use of any Podcast Ready Content is limited to use on your computer and/or your Device(s) and solely for your personal non-commercial use, and you shall not (i) copy, reproduce, distribute or use the Podcast Ready Content in any manner, (ii) sell, transfer, lease, modify, distribute or publicly perform the Podcast Ready Content in any manner, (iii) exploit it commercially, (iv) decompile, disassemble, or reverse engineer the Podcast Ready Content or attempt to do so, or (v) modify the Podcast Ready Content or create any derivative works therefrom. Your right to use any Podcast Ready Content accessed through the Podcast Ready Service will continue for as long as you are entitled to use such Podcast Ready Content pursuant to the terms and conditions applicable to such Podcast Ready Content.

Site Access License. Podcast Ready grants you a limited, revocable, non-exclusive, non-transferable license to access and make personal non-commercial use of the Podcast Ready Site and not to download (other than page caching) or modify all or any portion of the Podcast Ready Site. This license does not include any resale or commercial use of the Podcast Ready Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Podcast Ready Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Podcast Ready Site and/or any portion of the Podcast Ready Site may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without our express written consent. You shall not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Podcast Ready, our Content Providers or our affiliates without express written consent. You shall not use any Meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. You are granted a limited, revocable, non-exclusive, non-transferable right to create a hyperlink to the home page of the Podcast Ready Site so long as the link does not portray us, our Content Providers, our affiliates, or our products or services in a false, misleading, derogatory or otherwise offensive manner. You may not use any Podcast Ready logo or other proprietary graphic or trademark as part of the link without express written permission.

No Other License. Except as expressly stated herein, no rights or licenses are granted hereunder.

Electronic Signatures and Contracts. Your use of the Podcast Ready Service includes the ability to enter into agreements electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND APPLIES TO ALL ELECTRONIC COMMUNICATIONS AND RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE.

YOU CONSENT TO PODCAST READY PROVIDING YOU ANY INFORMATION THAT PODCAST READY IS REQUIRED TO SEND YOU REGARDING YOUR AGREEMENT AND OTHER TRANSACTIONS ("REQUIRED INFORMATION") IN ELECTRONIC FORM. PODCAST READY MAY PROVIDE REQUIRED INFORMATION TO YOU (1) VIA E-MAIL AT THE E-MAIL ADDRESS YOU SPECIFIED IN YOUR PODCAST READY MEMBERSHIP SUBMISSION, (2) BY ACCESS TO A PODCAST READY WEBSITE THAT WILL BE DESIGNATED IN AN E-MAIL NOTICE SENT TO YOU AT THE TIME THE INFORMATION IS AVAILABLE, OR (3) BY ACCESS TO A PODCAST READY WEBSITE THAT WILL BE GENERALLY DESIGNATED IN ADVANCE FOR SUCH PURPOSE. YOU MAY UPDATE YOUR E-MAIL ADDRESS BY FOLLOWING THE INSTRUCTIONS AT http://www.podcastready.com/site4/my_account.php.

IN ORDER FOR YOU TO ACCESS AND RETAIN YOUR ELECTRONIC RECORDS, YOU MUST HAVE THE FOLLOWING HARDWARE AND SOFTWARE: A COMPUTER CAPABLE OF READING TEXT FILES, A MODEM OR OTHER MEANS OF ACCESSING THE INTERNET, AND A BROWSER CAPABLE OF ACCESSING AND DISPLAYING WEB PAGES.

NOTWITHSTANDING YOUR CONSENT AS SET FORTH IN THIS SECTION, YOU MAY AT ANY TIME OBTAIN A PAPER COPY OF AN ELECTRONIC RECORD BY SENDING AN E-MAIL TO US AND PAYING A NOMINAL FEE PER COPY.

YOUR CONSENT TO ELECTRONIC AGREEMENTS SET FORTH ABOVE IS NECESSARY FOR USE OF THE PODCAST READY SERVICE. YOU MAY WITHDRAW CONSENT BY SENDING PODCAST READY AN E-MAIL CONTAINING INFORMATION UNIQUE TO YOU, INCLUDING YOUR ACCOUNT INFORMATION; HOWEVER, THIS WILL RESULT IN A TERMINATION OF THIS AGREEMENT AND OF YOUR ABILITY TO USE THE PODCAST READY SERVICE.

Delivery of Podcast Ready Content. All Podcast Ready Content will be delivered to you via the Podcast Ready Site.

Availability of Podcast Ready Content. On occasion, technical or Content Provider problems may delay or prevent delivery of Podcast Ready Content. You acknowledge and agree that availability of Podcast Ready Content that is not yet created at the time of acceptance of this Agreement (such as time-dated programming) is subject to the creation of such programs by the Content Provider.

Intellectual Property

Removal of Podcast Ready Content or other Materials. Notwithstanding any other provision of this Agreement, we reserve the right to remove or disable access to any Podcast Ready Content or other materials comprising a part of the Podcast Ready Service that violate or otherwise allegedly infringe on the copyright or other intellectual property or proprietary rights of any person, company or other entity. We will in no event be liable for the good faith removal of or disabling of access to any such Podcast Ready Content or materials under this Agreement.

Copyrights. All copyrights in and to the Podcast Ready Service materials including but not limited to the Podcast Ready Site (including the compilation of content, postings, links to other Internet resources and descriptions of those resources), Podcast Ready Content, Podcast Ready Software, or any parts of or content within the Podcast Ready Site, Podcast Ready Content and Podcast Ready Software, are owned by Podcast Ready and/or its Content Providers and/or its suppliers and/or licensors. THE USE OF ANY SOFTWARE OTHER THAN WEB BROWSERS AND PODCAST READY SOFTWARE ON OR IN CONNECTION WITH THE PODCAST READY SERVICE, SUCH AS PRODUCTS THAT DOWNLOAD THE PODCAST READY SITE OR ANY OF THE PAGES OF THE PODCAST READY SITE, IS STRICTLY PROHIBITED AND INFRINGES ON THE COPYRIGHTS IN AND TO THE PODCAST READY SERVICE MATERIALS. REPRODUCTION OR USE OF THE PODCAST READY SERVICE MATERIALS IN A MANNER OTHER THAN AS SPECIFIED IN THIS AGREEMENT MAY SUBJECT YOU AND OTHERS TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

Digital Millennium Copyright Act. We respect the intellectual property of others. If you believe that your copyrighted materials have been copied in a way that constitutes copyright infringement, please follow the procedure set forth in our Digital Millennium Copyright Act Notice Policy, which is expressly incorporated herein by reference and made a part of this Agreement.

Trademarks. PodcastReady, PodcastReady.com, myPodder and other Podcast Ready trademarks, service marks, graphics and logos used in connection with the Podcast Ready Service are trademarks or registered trademarks of Podcast Ready, Inc. in the U.S. and/or other countries. Other trademarks, servicemarks, graphics and logos used in connection with the Podcast Ready Service are the trademarks of their respective owners. You are granted no right or license with respect to any of these trademarks or service marks and any unauthorized use is strictly prohibited.

Termination

Termination By Podcast Ready. If you fail, or we suspect that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to provide Podcast Ready with accurate and complete Registration Data, failure to safeguard your Podcast Ready Account information and password, or violation of the Content Provider's License or the Podcast Ready Site Access License or any license to Podcast Ready Software, Podcast Ready, at its sole discretion, may: (A) terminate this Agreement and/or your Podcast Ready Account and you will remain liable for all amounts due under your Podcast Ready Account up to and including the date of termination; and/or (B) terminate Podcast Ready Site Access License and/or licenses to Podcast Ready Software; and/or (C) preclude access to the Podcast Ready Service (or any part thereof).

Termination of the Service. We reserve the right to modify, suspend or discontinue the Podcast Ready Service (or any part thereof) or any Podcast Ready Content (or any part thereof) at any time with or without notice to you, and we will not be liable to you or to any third party should we exercise such rights.

General Compliance with Laws; Export Restrictions. The Podcast Ready Service is controlled and operated by us from our offices within the United States. You agree to comply with all local, state, federal, national and international laws, statutes, ordinances and regulations that apply to your use of the Podcast Ready Service, including as they relate to export or re-export into (or to a national or resident of) any country to which the United States embargoes goods or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.

No Responsibility for Third Party Materials or Websites. Certain content, Podcast Ready Content, products and services available via the Podcast Ready Service include materials from third parties. In addition, we may provide links to certain third party websites. With respect to such material, we are a distributor, not a publisher. You acknowledge and agree that we have little or no control over, and are not responsible for examining or evaluating the content or accuracy of any such third party material or websites. Podcast Ready does not warrant or endorse and does not assume and will not have any liability or responsibility for any third party materials or websites, or for any other materials, products or services of third parties. Links to other websites are provided solely as a convenience to you.

No Warranty. The Podcast Ready Service is provided "AS IS" and "AS AVAILABLE". There is no warranty, express or implied, on the content, quality, or technical compatibility of audio or video materials and information services downloaded through the Podcast Ready Service.

Furthermore, Podcast Ready is not responsible for any defects caused by viruses, disabling codes, accident, mishandling, misuse, improper installation, service or maintenance, modification of the Podcast Ready Software or Podcast Ready Content or the media on which the Podcast Ready Software and Podcast Ready Content are furnished, or the user's lack of the necessary hardware/software.

NO PODCAST READY EMPLOYEE, AGENT, DEALER, DISTRIBUTOR, OR RESELLER IS AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THE WARRANTIES STATED IN THIS PARAGRAPH. PODCAST READY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT.

Limitation on Liability

IN NO EVENT SHALL PODCAST READY HAVE ANY LIABILITY WHATSOEVER FOR ANY LOST PROFITS, RECORDS OR DATA, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES, INCLUDING WITHOUT LIMITATION, DAMAGES THAT MAY HAVE BEEN CAUSED BY A VIRUS OR OTHER DATA CORRUPTION PROBLEM RESULTING FROM ACCESS TO, DOWNLOADING FROM OR USE OF THE PODCAST READY SERVICE. IN NO EVENT SHALL PODCAST READY HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF ANY MISUSE OF PASSWORDS OR PODCAST READY ACCOUNTS, OR ARISING OUT OF ITS GOOD FAITH REMOVAL OR DISABLING OF ANY PODCAST READY CONTENT. SUBJECT TO THE AVAILABILITY OF THE PODCAST READY CONTENT, PODCAST READY IS NOT RESPONSIBLE FOR ANY CLAIMS INVOLVING THE TIMELINESS, ACCURACY, COMPLETENESS, OR RELIABILITY OF THE PODCAST READY CONTENT YOU DOWNLOAD OR OTHERWISE ACCESS FROM OR THROUGH THE PODCAST READY SERVICE.

WITH RESPECT TO ANY CAUSE OF ACTION BROUGHT UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO TORT AND CONTRACT, IN NO EVENT SHALL PODCAST READY OR ANY OF ITS CONTENT PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING IN CONNECTION WITH OR RELATED TO USE OR INABILITY TO USE PODCAST READY ACCOUNT(S), PODCAST READY SOFTWARE, PODCAST READY CONTENT OR THE PODCAST READY SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PODCAST READY BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH THE PODCAST READY SERVICE (OR ANY PART THEREOF) IN EXCESS OF THE GREATER OF: (A) THE PRICE PAID BY YOU FOR THE PARTICULAR SOFTWARE OR CONTENT GIVING RISE TO THE DAMAGE, OR (B) ONE HUNDRED DOLLARS (US$100).

Some states do not allow the exclusion of implied warranties or incidental or consequential damages, so the above exclusion thereof may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights that vary from state to state.

Indemnity. You agree to indemnify and hold harmless Podcast Ready, its affiliates, subsidiaries, shareholders, officers and directors, agents, employees, and partners from any third party claim or demand, including reasonable attorneys' fees for damages and/or costs, due to or arising out of your breach of this Agreement and/or your use of the Podcast Ready Service, Podcast Ready Software, Devices and/or the Podcast Ready Content.

Governing Law; Dispute Resolution. You agree that all matters relating to your access to or use of the Podcast Ready Site, Podcast Ready Service, Devices and Podcast Ready Content, including all disputes, will be governed by the laws of the United States and by the laws of the State of Texas, without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Harris County, Texas, and waive any objection to such jurisdiction or venue. In the event of any controversy or dispute between Podcast Ready and you arising out of or in connection with your use of the Podcast Ready Site, Podcast Ready Service, Devices or Podcast Ready Content, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed 30 days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Changes. We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on your use of the Podcast Ready Service. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means including by posting to the Podcast Ready Site. Your continued use of the Podcast Ready Site following such notice will be deemed to conclusively indicate your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

Miscellaneous. This Agreement constitutes the entire agreement between you and Podcast Ready, and supersedes any prior agreements between you and Podcast Ready, written or oral, with respect to the subject matter herein. Any additional or different terms in any order or written communications from you are void. In the event of a direct conflict between the terms of this Agreement and: (A) other terms and conditions that may be applicable to the Podcast Ready Service generally, the terms of this Agreement will control with respect to the subject matter of this Agreement; and (B) the Privacy Policy, Additional Terms, Software Licenses or Digital Millennium Copyright Notice, the terms and conditions of such policy, terms, license or notice will control with respect to the subject matter thereof. In the event of a direct conflict between the terms of this Agreement, including but not limited to the policies, terms, licenses or notices incorporated by reference into this Agreement, and the terms and conditions of a particular marketing promotion or offer, the terms of such particular marketing promotion or offer shall control with respect to the such marketing promotion or offer. The failure of Podcast Ready to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. Podcast Ready will not be responsible for failures to fulfill any obligations due to causes beyond its control. Headings are for convenience only and will not be used to alter the meaning of any provision. You shall not bring a legal action under this Agreement more than one year after the cause of action arose. All notices and demands required to be given to Podcast Ready hereunder shall be in writing and shall be served by personal service, nationally recognized overnight courier service or by certified mail, and shall be effective on the date received as evidenced by proof of receipt, if delivered to Podcast Ready, Inc., 13750 San Pedro San Antonio, TX 78232 Attn: President.

The information contained on the Podcast Ready Site is subject to change without notice.

Copyright (C) 2006 Podcast Ready, Inc. All rights reserved.

Podcast Ready, Inc., 13750 San Pedro San Antonio, TX 78232, USA.