1. CONTRACT FOR SERVICE.

This is a contract between you and YODIO for use of the audio publishing services owned and operated by Audio Publishing Enterprises, Inc. DBA Yodio. We are Yodio, Inc. (located at P.O. Box 3067, Bellevue WA 98009-3067). We will refer to ourselves in this contract as either "Yodio", "we" or "our." You are an individual person or you are an individual acting on behalf of a legal entity.
By entering into this agreement, you are requesting to participate in a community content site where Yodio provides production and hosting services at direction of content providers who seek to market their content to end users or sponsors, subject to the terms of this agreement.
The Yodio service includes any services, software, machines, support, content and other media, updates or upgrades that enable you to create, record, produce, package, publish and sell audio recordings and digital photos. We refer to all of these in this contract as the "Service."
PLEASE NOTE THAT THIS CONTRACT LIMITS OUR LIABILITY AND WE DO NOT PROVIDE WARRAN?IES FOR THE SERVICE. IT ALSO LIMITS YOUR REMEDIES. These terms are in Sections 9, 10 and 11 and we encourage you to review them carefully.

2. HOW WE MAY MODIFY THIS CONTRACT.

We may change this contract at any time. You must review this contract on a regular basis. You can find the most recent version of the contract at http://www.yodio.com/public/TermsConditions.aspx. The changed contract is in effect right away. If you do not agree to changes in the contract, then you must stop using the Service. If you do not stop using the Service, then your use of the Service will continue under the changed contract.

3. HOW YOU MAY ACCESS AND USE THE SERVICE.

We provide the Service for your personal use. You are responsible for all activity associated with your Service account and password. You must notify Yodio right away of any instance of use of your Service account that you did not authorize or any breach in security known to you that relates to the Service.
Do not provide your Service account and password to third parties. You may not authorize any third party to access and/or use the Service on your behalf. You may also not use any automated process or service to access and/or use the Service such as a BOT, a spider or periodic caching of information stored by Yodio. Except for the specific features of Yodio, you may not use any software or services with Yodio software or authorized third-party software which modifies or reroutes, or attempts to modify or reroute, the Service. You may also not use any software or hardware that reduces the number of users directly accessing or using the Service (sometimes called 'multiplexing' or 'pooling' software or hardware).
You may only use Yodio software to sign into and use the Service.

4. WHAT YOU MAY NOT DO WITH THE SERVICE.

The privacy, safety and security of our Service and the users of our Service are very important to us. You may not use the Service in any way that could harm the Service, other Service users, Yodio or our affiliates. Some examples

• Trying to gain access to any account, computers or networks related to the Service without authorization.
• Disrupting accounts, computers or networks related to the Service.
• Obtaining or trying to obtain any data through any means from the Service, except if we intend to provide or make it available to you.
• Using access to the Service to obtain any data to design, develop or update unauthorized software that you use or provide to others to access or use the Service.
• Charging others to use the Service either directly or indirectly.
• Editing, modifying, or removing the Yodio logo that appears on any content.

You may not use the Service in any way that is against the law. You may not use the Service to send or receive messages or materials that are inappropriate or violate the intellectual property rights of Yodio or others. Some examples of types of material and messages that we do not permit include:

• Using the Service to participate in pyramid schemes or chain letters.
• Using the Service to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.
• Defaming, abusing, harassing, stalking, threatening or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Creating a false identity for the purpose of misleading others.
• Sending or otherwise making available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.
• Sending or otherwise making available any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software that may damage the operation of another's computer or property.
• Downloading any material sent by another user of the Service that ?ou know, or reasonably should know, cannot be legally distributed in such manner.
• Using, downloading or otherwise copying, or providing to a third party (whether or not for a fee) any (i) directory of users of the Service, (ii) information about users of the Service; or (iii) Service usage information.
• Falsifying or deleting any author attributions, legal or other proper notices or proprietary designations or labels of the origin of source of software or other material contained in a file that is transferred.
• Violating any code of conduct or other guidelines which may be applicable to the Service.
• Using any portion of the Service to harvest or otherwise collecting information about others, including e-mail addresses.

5. PRIVACY.

Please see the Yodio Privacy Policy http://www.yodio.com/privacy for notices about how we collect and use your information.
We consider your use of the Service, including the content of your communications, to be private. We do not routinely monitor your communications or disclose information about your communications to anyone. However, we may monitor your communications and disclose information about you, including the content of your communications, if we consider it necessary to: (1) comply with the law or to respond to legal process; (2) ensure your compliance with this contract; or (3) protect the rights, property, or interests of Yodio, its employees, its customers, or the public.
Always use caution when giving out any personally identifiable information about yourself or your family.

6. CONTENT SUBMITTERS.

The submission of content to the Yodio site requires that you first register as a member and open an account. The submission of content for sale, requires that you first register as an author and provide the information necessary for the payout of proceeds. As a member and author you agree to provide accurate information throughout your membership.

• We reserve the right to refuse to accept any recordings or photographs for any reason. We also reserve the right to deny any account for any reason including fraud, artificially inflating downloads, material that is obscene in nature, material that is violent, material that depicts any person in an unfavorable light.
• We reserve the right to remove a recording or photo for any reason whatsoever. This includes, but is not limited to audio, photos, or text that are not appropriate to Yodio and content that we decide isn't suitable for Yodio.
• Yodio pays its authors per unique download. The current royalty rate is always posted on the Yodio website. Members of Yodio may download as many files as their account balance will cover. Your royalty account will be credited for your share of the sales revenue for each of your titles downloaded by a paid subscriber. Similarly, your account will be credited for your share of the sponsor revenue for each of your sponsored titles that is downloaded by a Yodio member.
• Royalty payments and tip jar proceeds are credited to your Yodio account. As an author you may access the reporting dashboard at any time to see the balance on account as well as the supporting statistics. Payouts from your account are not automatic and need to be requested.
• There is a minimum payout rate of $50. If you haven't accumulated $50 worth of downloads, your earnings will continue to accrue in your account. If you cancel your account before you reach $50 in earnings, you will be forfeiting those earnings.
• If any submitter residing in the United States reaches $400 in payment for any given year - a W9 form will need to be submitted on-line or by fax in order to continue payments to that submitter. An email will be automatically generated with instructions on your options to submit the necessary IRS form. Submitters who do not reside in the United States do not need to fax over a W9. A W9?is a required document by the IRS to retrieve a social security number for tax reporting purposes.
• Audio content recorded on Yodio is subject to an exclusive distribution agreement with Yodio.
• Yodio reserves the right to modify these terms at any time and to notify you by email of the modifications.
• Yodio may modify the royalty rate and/or payment schedule at any time and notify you by email of the change. If we do need to modify the royalty rate, royalties earned before the effective change in rates will be credited at the rate in effect at the time such royalties were earned.
• You agree to follow our published Content Submission Guidelines (details inside member’s area). Submission of audio, photo, or text that does not follow our guidelines may result in account termination.
• If a user's account is terminated for any reason - they must obtain permission to signup for another account. Violation will result in the permanent lifetime ban of the user.
• We reserve the right to remove or reject any content at any time for any reason from the Yodio library.
• We will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your content.
• You agree that you are 18 years of age or over and can legally accept this agreement.
• The copyrights to the recordings and photos belong to the author/creator - we are merely selling them for you. You can remove the content at any time for any reason at all.

7. CONTENT AND THIRD PARTY SITES AND SERVICES LINKS.

We may provide some content on the Service. Third parties may also provide some content. We are not responsible for any third party content you access with the Service. The Service may let you connect with third-party Web sites and Web services, which we call "links" and "tabs." We provide these links and tabs as a convenience to you, but we do not control third-party links and tabs and are not responsible for them. You are solely responsible for your dealings with any third party related to the Service, including the delivery of and payment for goods and services.

8. SOFTWARE.

At any time that we may provide you with software to use with the Service, your use of that software is under the terms of the license that is presented to you for acceptance for such software. If there is no license presented to you, then we grant you the right to use the software only for the authorized use of the Service. We reserve all other rights to the software. Yodio or its suppliers own the title, copyright, and other intellectual property rights in such software.
You will not disassemble, decompile, or reverse engineer, any software or any machine included in the Service, except and only to the extent that such activity is expressly permitted by applicable law.
The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.

9. PAYMENT, PERFORMANCE AND USAGE DATA.

When you designate a price for your content, you authorize Yodio to fulfill those licensing conditions to any third party. Yodio is authorized to deliver the content at the time that payment is received by Yodio from the Purchaser. In such event, Yodio will process the transaction and collect payment from Purchaser’s account. From the payment, Yodio will pay a share of the sales revenue based on your chosen royalty program. Yodio may automatically generate performance and usage data for evaluating the Service and the software associated with the Service. Such data will not personally identify you.

10. Yodio MAKES NO WARRANTIES.

Yodio PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YODIO, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (EACH, A "YODIO PARTY" AND COLLECTIVELY, THE "YODIO PARTIES") MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE YODIO PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS,STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS CONTRACT.

11. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY.

IN NO EVENT WILL ANY YODIO PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SERVICE, EVEN IF SUCH YODIO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 10 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY YODIO PARTY WITH RESPECT TO THIS CONTRACT OR THE SERVICE THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

12. CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION.

WE MAY CHANGE THE SERVICE OR DELETE FEATURES AT ANY TIME AND FOR ANY REASON. WITHOUT LIMITING THE GENERAL NATURE OF SECTIONS 9 AND 10, THE YODIO PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 9 AND 10, YODIO IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SERVICE, (2) ANY INCOMPATIBILITY BETWEEN THE SERVICE AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SERVICE IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 9, 10 AND 11 OF THIS CONTRACT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW.

13. CUSTOMER SUPPORT.

Please consult the "help" section of the Service for how we may provide you with customer support ("Support"). We may terminate any Support we provide at any time. Authorized third-party software that uses the Service is not supported by Yodio. You should contact the provider of such software for support, if any.
Authorized third-party software that uses the Service is not supported by Yodio. You should contact the provider of such software for support, if any.

14. TERMINATION OF SERVICE.

Unless you, or a third party on your behalf, have a separate written contract with Yodio that modifies this contract, then we may terminate or suspend your Service?at any time. Our termination or suspension may be without cause and/or without notice. Upon Service termination, your right to use the Service stops right away. ONCE THE SERVICE IS CANCELLED OR SUSPENDED, ANY DATA YOU HAVE STORED ON THE SERVICE MAY NOT BE RETRIEVED LATER.

15. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

If this contract is with Yodio Inc., then claims for breach of this contract will be subject to the laws of the State of Washington, without reference to conflict of laws principles. If this contract is with a Yodio affiliate, claims for breach of this contract will be subject to the laws of the place of incorporation for such Yodio affiliate, without reference to conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or, if you reside outside the United States, under the laws of the country to which your use of the Service is directed.
If this contract is with Yodio Inc., you consent to the exclusive jurisdiction and venue of state or federal courts in King County, Washington, USA for all disputes relating to this contract or the Service. If this Contract is with a Yodio affiliate, you consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such Yodio affiliate for all disputes relating to this contract or the Service. You cannot revoke this consent.

16. INTERPRETING THE CONTRACT.

All parts of this contract apply to the maximum extent permitted by applicable law. A court may hold that a part of this contract cannot be enforced as it is written. If this happens, then that part will be replaced by terms that most closely match the intent of the part that cannot be enforced. The rest of this contract will not be changed. This is the entire contract between us regarding your use of the Service. It supersedes any prior contract or statements regarding your use of the Service. If you have confidentiality obligations related to the Service, those obligations remain in effect (for example, you may have been a beta tester). The section titles in the contract do not limit the other terms of this contract.

17. ASSIGNMENT.

Yodio may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void. Instead, you may terminate your Service. The other party may then establish a Service account and enter into a contract with us.

18. CLAIM MUST BE FILED WITHIN ONE YEAR.

ANY CLAIM RELATED TO THIS CONTRACT OR THE SERVICE MUST BE BROUGHT WITHIN ONE YEAR. THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS. IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS.

19. YOUR NOTICES TO YODIO.

You may notify us by e-mail or postal mail. Please see Contact Us in the About page.

20. YODIO'S NOTICES TO YOU; CONSENT REGARDING ELECTRONIC NOTICES.

We may give you any data regarding the Service in electronic form. We may provide such data to you via e-mail at the e-mail address you specified when you registered for the Service, by instant message to your account, or by access to a Yodio web site. As long as you access and use the Service, you will have the necessary software and hardware to receive such notices. If you do not consent to receive any notices electronically, you must discontinue your use of the Service.

21. INTELLECTUAL PROPERTY NOTICES.

All contents of any Yodio Web site related to the Service are: Copyright © 2005-2006 Yodio Inc. and/or its suppliers, c/o Yodio Inc., P.O. Box 3067, Bellevue, Washington 98009-3067 U.S.A. All rights reserved.
Yodio is a registered trademark of Audio Publishing Enterprises Inc. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
Yodio may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in any Web pages that are part of the Service. Unless we have granted you licenses to our intellectual property in this contract, our providing you with such Web pages does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

22. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
See Notice and Procedure for Making Claims of Copyright Infringement at http://www.Yodio.com/public/about/contactus.aspx.