TERMS AND CONDITIONS OF USE

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. These Terms and
Conditions (the “Terms and Conditions”) govern your use of the Quantum Tracks
library and other APM library content (the “Content”) as it appears on
www.aviary.com (the “Site”) as provided to
Aviary by Associated Production Music LLC (“APM,” “we,” or “us”). By using the
Content, you (“You”) and other users of the Content (collectively, “Users”) are
deemed to have agreed to these Terms and Conditions. If you do not agree to
these Terms and Conditions, you may not use the Content. You should check these
Terms and Conditions periodically for modifications. By using the Content
following any modifications to the Terms and Conditions, you agree to be bound
by any such modifications.

Modifications to the Content
We reserve the right, for any reason, in our sole discretion, to terminate,
change, suspend, or discontinue the availability of any Content, or features of
the Content without notice or penalty.

User Conduct
You warrant and agree that, while using the Site, you shall not attempt to
download the Content through any means other than that offered by the Site and
that you shall not combine the Content with any materials which: (a) are
protected by copyright for which you don’t have rights. You agree that you
shall not acquire any rights to the content except for



 or other proprietary or intellectual property right, or
derivative works with respect thereto, except as provided herein or without
first obtaining permission from us, (b) are unlawful, threatening, harassing,
or profane, (c) restrict or inhibit any other user from using and enjoying the
Site, (d) constitute or encourage conduct that would constitute a criminal
offense or give rise to civil liability, or (e) contain a virus or other
harmful component, advertising of any kind, or false or misleading indications
of origin or statements of fact. You also warrant and agree that you shall not:
(a) impersonate, or misrepresent your affiliation with, any other person or
entity, (b) harm minors in any way, (c) upload, post, publish, transmit,
reproduce, distribute or in any way exploit any information or other material
obtained through the Site for commercial purposes (other than as expressly
permitted by the provider of such information or other material), (d) engage in
spamming, spoofing, or flooding; (e) attempt to gain unauthorized access to
other computer systems through the Site, or (f) harvest, collect, or store
information about the users of this Site or the Content posted by others on
this Site. You may not upload, post publish, reproduce, transmit, or distribute
in any way any component of the Site itself or derivative works with respect
thereto, as the Site is copyrighted as a collective work under U.S. copyright
laws. We have no obligation to monitor the Site. You acknowledge and agree,
however, that we do retain the rights to monitor the Site and to disclose any
information as necessary or appropriate to satisfy any law, regulation, or other
governmental request, to operate the Site properly, or to protect ourselves or
our users. We will not intentionally monitor or disclose any private
electronic-mail message unless required by law. We reserve the right to refuse
to post or to remove any information or materials from any portion of the Site,
in whole or in part, that, in our sole discretion, are unacceptable,
undesirable, inappropriate or in violation of these Terms and Conditions. By
posting information, data, text, music, sound, photographs, graphics, video,
messages, or other materials (“Content”), in or otherwise using any
communications service, chat room, message board, newsgroup, software library,
or other interactive service that may be available to you on or through this
Site, you agree that you are the sole responsible person from which such
Content originated and that you have the right to post such Content. You
understand that the technical processing and transmission of the Site,
including Content, may involve (a) transmissions over various networks; and (b)
changes to conform and adapt to technical requirements of connecting networks
or devices. APM assumes no responsibility for the transmission, deletion, or
failure to store postings or other information submitted by you or other users
to APM. Any or all postings on the Site may be purged periodically at APM’s
sole discretion. You acknowledge and agree that Content you view or post is at
your own discretion and risk, including any reliance on the accuracy,
completeness, or usefulness of such Content. In this regard, you acknowledge
that you will not rely on any Content created by APM or submitted to APM. You
further acknowledge and agree that the views expressed by you and other users
of the Site do not necessarily reflect the views of APM, and APM does not
support or endorse any Content or otherwise posted by you or any user.

Proprietary Rights
As between you and APM, APM is the owner and/or authorized user of any
trademark, registered trademark and/or service mark appearing on the Site, and
is the copyright owner or licensee of the content and/or information on the
Site, unless otherwise indicated. Except as otherwise provided herein, use of
the Site does not grant to you a license to any content, features, or materials
you may access on the Site. Any commercial uses of the Site are strictly
prohibited, except as allowed herein or otherwise approved by us. You may not
download or save a copy of any of the content or screens for any purpose except
as otherwise provided by APM. You may, however, print one (1) copy of the
information on the Site solely for your personal use or records. If you make
other use of the Site, except as otherwise provided above, you may violate
copyright and other laws of the United States, other countries, as well as
applicable state laws and may be subject to liability for such unauthorized
use. We do not grant any license or other authorization to any user of our
trademarks, registered trademarks, service marks, other copyrightable material,
or any other intellectual property, by including them on the Site.

User’s Grant of Limited License
By submitting or sending information or other material to APM you grant APM the
royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive,
and fully sub-licensable right and license to use, reproduce, modify, adapt,
publish, translate, create derivative works from, distribute, perform, and
display such Content (in whole or part) worldwide and/or to incorporate it in
other works in any form, media, or technology now known or later developed. In
operating this Site, APM may seek Content that originates with you and other
Site users. Notwithstanding the foregoing, APM does not solicit nor does it
wish to receive any confidential, secret, or proprietary information or other
material from you through the Site or APM’s mail and e-mail addresses, or in
any other way. Any information or material submitted or sent to APM will be
deemed not to be confidential or secret. By submitting or sending information
or other material to APM you represent and warrant that the information is
original to you and that no other party has any rights to the material. You
also agree and acknowledge that any ideas, concepts, methods, systems, designs,
plans, techniques, or other similar materials that you submit or otherwise
communicate to the Site, may be used in any manner. Any violation in whole or
in part of any of these conditions to access of apmmusic.com shall render any
use made thereof by User unauthorized and infringing, and without limiting any
remedies that APM or any other party may have, User shall be liable for
statutory damages to the maximum permitted by applicable law, along with other
remedies available under the laws, including copyright laws, of the United
States and other countries. USER HEREBY ACKNOWLEDGES AND AGREES TO THE ABOVE
CONDITIONS AS A MATERIAL INDUCEMENT TO PERMIT USER’S ACCESS OF apmmusic.com.

User Information
In the course of your use of the Site, you may be asked to provide certain
information to use. APM’s use of any information you provide shall be governed
by the Privacy Policy [link to “Privacy Policy”]. We urge you to read our
Privacy Policy [link to “Privacy Policy”]. You acknowledge and agree that you
are solely responsible for the accuracy and content of such information.

No Confidentiality
You agree and acknowledge that by using this Site, any and all communications
and/or information transmitted by you to the Site will not be treated as
confidential or proprietary. Please read our Privacy Policy for more
information.

Security
You understand and acknowledge that no data transmitted over the Internet can
be guaranteed to be 100% secure and we cannot guarantee that any personal
information you submit to us will be free from unauthorized third party
intrusion. You understand and agree that all information you submit to APM or
post to the Site is done so at your own risk.

Internet Access
You acknowledge and agree that in connection with your use of the Site you
must: (a) provide for your own access to the World Wide Web and pay any service
fees associated with such access, and (b) provide all equipment necessary for
you to make such connection to the World Wide Web, including a computer,
software, a modem, and a working telephone line. APM shall not be responsible
for any malfunctions, errors, crashes, or other adverse events that may occur
from your use of the Site.

Failure to Comply with Terms and Conditions and Termination
Your access to the Site may be terminated at any time, and without cause, by
either APM or you, upon notification to the other by e-mail. You acknowledge
and agree that we may deny you access to all or part of the Site without prior
notice you engage in any conduct or activities that we, in our sole discretion,
believe violate any of these Terms and Conditions, violate the rights of APM,
or are otherwise inappropriate for continued access. You agree to defend,
indemnify and hold APM, its directors, officers, employees, agents, and
affiliates harmless from any and all claims, liabilities, costs, and expenses,
including reasonable attorneys’ fees, arising in any way from your use of the
Site or the placement or transmission of any message, information, software, or
other materials on or through the Site by you.

DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONS MATERIALS AND
SERVICES IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA,
DATA PROCESSING SERVICES, OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING
THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. APM DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONS,
FEATURES, OR CONTENT OR SERVICES CONTAINED THEREIN WILL BE TIMELY, SECURE,
UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. APM MAKES NO
WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE,
RESULTS, OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM APM OR THROUGH THE SITE SHALL
CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE
SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. APM DOES NOT ENDORSE,
WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON
BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. APM IS NOT A PARTY TO, AND DOES
NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTY PROVIDERS OF
PRODUCTS OR SERVICES WITHOUT THE DIRECT INVOLVEMENT OF APM.

LIMITATION OF LIABILITY
IN NO EVENT SHALL APM, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
AFFILIATES, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM
OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE
SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING,
WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS,
DATA, OR SALES, EVEN IF APM OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO
SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL
THE TOTAL LIABILITY OF APM TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION
(WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR
OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE
EXCEED, IN THE AGGREGATE, $100.00 (ONE HUNDRED DOLLARS).

Links from and to the Site
You may be able to link to third party Web Sites (“Linked Sites”) from the
Site. Linked Sites are not, however, reviewed, controlled or examined by APM in
any way and APM is not responsible for the content, availability, advertising,
products, information, or use of user information or other materials of any
such Linked Sites, or any additional links contained therein. These links do
not imply APM’s endorsement of or association with the Linked Sites. It is your
sole responsibility to comply with the appropriate terms of service of the
Linked Sites as well as with any other obligation under copyright, secrecy,
defamation, decency, privacy, security, and export laws related to the use of
such Linked Sites and any content contained thereon. In no event shall APM be
liable, directly or indirectly, to anyone for any loss or damage arising from
or occasioned by the creation or use of the Linked Sites or the information or
material accessed through these Linked Sites. You should direct any concerns to
the Site’s administrator or Webmaster. APM reserves the exclusive right, at its
sole discretion, to add, change, decline, or remove, without notice, any feature
or link to any of the Linked Sites from the Site and/or introduce different
features or links to different users. Other sites may link to the Site only
through a plain-test link. Permission must be granted by us for any other type
of link to APM. To seek our permission, you may write APM. We reserve the
right, however, to deny any request or rescind any permission granted by us to
link through such other type of link, and to require termination of any such
link to the Site, at our discretion at any time.

Applicable Law/Jurisdiction
You agree that the laws of the state of New York, excluding its
conflicts-of-law rules, shall govern these Terms and Conditions. Please note
that your use of the Site may be subject to other local, state,
national, and international
laws. You expressly agree that exclusive jurisdiction for any claim or dispute
with APM or relating in any way to your use of the Site resides in the courts
of New York, and you further agree and expressly consent to the exercise of
personal jurisdiction in the courts of New York, in connection with any such
dispute and including any claim involving APM or its affiliates, subsidiaries,
employees, contractors, officers, directors, telecommunication providers and
content providers. We control and operate the Site from our offices in the
United States of America. We do not represent that materials on the Site are
appropriate or available for use in other locations. Persons who choose to
access the Site from other locations do so on their own initiative, and are
responsible for compliance with local laws, if and to the extent local laws are
applicable.

Consent to Processing
By providing any personal information to the Site, all users, including without
limitation users in the European Union, fully understand and unambiguously
consent to the collection and processing of such information in the United
States.

Any inquiries concerning these Terms and Conditions of use should be directed
to accountservices@apmmusic.com
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