POOL End User License Agreement

Contents

1. Introduction
2. Usage Rules
3. Term
4. Disclaimer of Warranties
5. Limitation of Liability
6. Use of Information
7. Changes
8. Indemnity
9. Choice of Law and Consent to Jurisdiction
10. Entire Agreement

Introduction:

THIS "PROMO ONLY®" TERMS OF USE AGREEMENT ("Agreement") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR," OR "YOURSELF"), AS THE END USER, AND "PROMO ONLY®" ("OUR," "US," "WE," "PROMO ONLY®" OR "COMPANY"), WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED MEDIA DISTRIBUTION AND DATA COLLECTION SUBSCRIPTION SERVICE (the "Service") TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU BY US AND/OR THIRD PARTIES THROUGH THIS SOFTWARE (Collectively, the "Software"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SOFTWARE. BY REGISTERING FOR, USING, OR OTHERWISE ACCESSING THE SOFTWARE, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN. THIS SOFTWARE IS OFFERED AND MADE AVAILABLE ONLY TO RADIO BROADCASTERS, DISC JOCKEYS, CONSULTANTS, LABELS, AND OTHER SUCH PROFESSIONAL PERSONS AND/OR ENTITIES. IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR NO LONGER QUALIFY FOR IT, OR YOUR CURRENT SUBSCRIPTION HAS BEEN TERMINATED, PLEASE DISCONTINUE THE REGISTRATION PROCESS, DO NOT ACCESS OR USE THE PRODUCT, AND DELETE ANY AND ALL COPIES OF SOFTWARE, MUSIC, VIDEO, TEXT OR OTHER MATERIAL AVAILABLE OR DOWNLOADED THROUGH THE SOFTWARE IN ANY MANNER.

Usage Rules:

• This Software is being provided to you as the end user and should therefore, by no means be reproduced, modified, adapted, transmitted, sold, rented, leased, licensed, transferred, distributed, decompiled, modified, or otherwise dispensed to any third parties or altered in any way.
• Company grants to you a non-exclusive, non-transferable, non-sub-licensable, revocable license to use the object code copy of the Software distributed with this Agreement (the “Copy”) along with related documentation during the term of this Agreement on a single CPU, which CPU you may change from time to time. Such license shall be terminable as provided herein.
• This Software is a means of receiving content delivered by the Company and requires an individual account to be created and approved by Company in order to subscribe to the Service. Each account is authorized to be used only by the particular individual who has created the account. Under no circumstances shall an account be shared or used by more than one user and such action shall be considered grounds for disablement of the account, termination of the account, or other punitive action. This includes making your individual account ID available to any other person/entity.
• You acknowledge that Company retains exclusive control of the Software and all intellectual property rights associated therewith. By subscribing to the content delivery service offered through the Software, you do not become the owner of it. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, or trademarks with respect to the Software or its contents, and Company reserves all rights not expressly granted hereunder. The Software contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.
• You agree not to remove, from any copies of the Software, any copyright and/or other proprietary rights notices which appear on the Software as originally provided by Company.
• You agree not to decompile, disassemble, decrypt, translate, create derivative works from, extract or reverse engineer the Software, or attempt to, or assist others to do any of the foregoing.
• You agree not to reproduce, distribute, disseminate, sell, make available to third parties, or circulate this Software to anyone or to exploit the Software for commercial or non-commercial purposes without the express prior written consent of Company. Any such unauthorized distributive action constitutes infringement of federal copyright law under 17 U.S.C. Section 106 for which you may be considered liable for willful unlawful conduct, punishable by a fine of up to one-hundred fifty-thousand dollars ($150,000) per infringing act.
• The content delivered through the Software is the property of third parties who retain ownership over it and have licensed it to Company. The content is protected by copyright and other intellectual property laws. Content received from the Company may be displayed, used, and played only by the subscriber to whom the content is made available and only for purposes within the scope of this Agreement.
• You agree not to make use of the content in a manner that would infringe the copyright or other exclusive protection afforded to the work and acknowledge that any infringing use will terminate your rights to privacy under this Agreement and may also result in personal legal liability under state or federal law. Federal law provides severe civil and criminal penalties for the unauthorized reproduction, distribution, rental, or digital transmission of copyrighted sound recordings and/or other protected works under 17 U.S.C. Sections 501, 506. Making unauthorized copies of copyrighted works constitutes stealing for which you may be held liable for thousands of dollars in damages. Making any of the content available on any Peer to Peer (P2P) network or any other means of unauthorized uploading of protected or protectable works also constitutes copyright infringement. This Agreement constitutes notice of copyright protection for the content delivered through the Software and any illegal use may result in a finding of willful copyright infringement in a federal court punishable by a fine of up to one-hundred fifty-thousand ($150,000) dollars per infringing act or other severe civil or criminal liability.
• You understand that all content is watermarked with a personal ID which is traceable to you, and that you will be responsible for any copying or illegal re-distribution of the Software or content in whole or part in accordance with the above.

Term: This Agreement commences upon your acceptance (as described above) and will end when terminated. This Agreement will be deemed to terminate immediately if you fail to comply with any material term or condition contained herein. Upon termination, your license rights end and you will no longer have access to or be able to receive the subscription content. Company reserves the right to terminate this Agreement and disable the Software at Company’s discretion at any time. The restrictions set out in this Agreement shall remain in force even after termination or expiration.

Disclaimer of Warranties: You expressly agree that use of and access to the Software application is at your sole risk. The content is provided on an "as is" and an "as available" basis. We do not make, and hereby disclaim, any representations or warranties regarding the Software, content, Company website, and/or other products and services offered through the Company or any portion thereof, express, implied or statutory, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third party rights, or any warranties arising by course of dealing or custom of trade. We make no representation or warranty that any material, content, products or services displayed on or offered through the Software are accurate, complete, appropriate, reliable, or timely. We also make no representations or warranties that the Software will meet your requirements and/or your access to and use of the service will be uninterrupted or error-free, free of viruses, malicious code, or other harmful components, or otherwise secure. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

Limitation of Liability: To the maximum extent permitted by applicable law, neither Company, its licensors, suppliers, partners, affiliates or third-party service providers shall be liable to you or any third party for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or any other form of damages in any manner arising out of or in connection with this Agreement or your use of the Software, regardless of the form of action or the basis of the claim or whether or not Company 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. Accordingly, some of the above limitations and exclusions may not apply to you.

Use of Information: You hereby grant to Company permission to use any information derived from your use of the Software or other information reported to Company in any manner Company chooses, for either commercial or non-commercial purposes.

Changes: Company reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Software. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Software will be deemed acceptance thereof.

Indemnity: You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement, (b) your use of the Software, and/or (c) the use of the Software by any other person using your IDs. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

Choice of Law and Consent to Jurisdiction: This Agreement is governed by the laws of the State of Florida, U.S.A., without regard to its conflicts of law provisions; and you hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in Orange County, Florida, U.S.A. with respect to all disputes arising out of or relating to the Software. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates).

Entire Agreement: This Agreement constitutes the entire agreement between you and Company and governs your use of the Software, superseding any prior agreements between you and Company. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Company’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Company will not be responsible for failures to fulfill any obligations due to causes beyond its control.

Promo Only, Inc.
222 S Westmonte Dr Ste 311
Altamonte Springs, FL USA 32714