Thank you for considering embedding midomi\'s singing and humming voice search ("Embedded Search") owned and operated by Melodis Corporation (hereinafter referred to as "Melodis" or "We") in your site.

BEFORE USING THE EMBEDDED SEARCH, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS OF USE. BY USING THE EMBEDDED SEARCH IN ANY FASHION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS , AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS").

1. Modification of the Terms. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms periodically for changes. Your continued use of the Embedded Search after the posting of changes constitutes your binding acceptance of such changes.

2. Use of the Embedded Search. You may at any time discontinue use of the Embedded Search on your site without notice. Melodis may, at its sole discretion, discontinue offering the Embedded Search without notice.

3. Ownership; Proprietary Rights. The Embedded Search and all its relevant technologies are owned and operated by Melodis Corporation ("Melodis"). The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Embedded Search or other midomi materials ("midomi Materials") provided in connection with midomi services (including the Embedded Search and additional services provided under the midomi brand) ("midomi Service") are protected by United States and applicable international copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. For clarity, midomi Materials do not include any content owned by and submitted by midomi users ("Users" the midomi Service. All midomi Materials contained on the midomi Service are the copyrighted property of Melodis, its subsidiaries, parent companies, affiliated companies and third-party licensors, as applicable. All trademarks, service marks, and trade names are proprietary to Melodis, its subsidiaries, parent companies, affiliated companies and third-party licensors, as applicable. Except as expressly authorized by Melodis, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the midomi Materials. You acknowledge that using the Embedded Search on your website does not create any contractual relationship of any sort (including without limitation licensing rights) between Melodis and you.

4. We do not control the content posted by midomi Users and do not have any obligation to monitor such content for any purpose. If at any time, we choose, in our sole discretion, to monitor the content, we nonetheless assume no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the midomi User submitting any such content. 5. You understand that when using the Embedded Search you or your users will be exposed to midomi User submissions (" Submissions" a variety of sources, and that Melodis is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions.

6. As a condition of your use of the Embedded Search, you will not use the Embedded Search for any purpose that is unlawful or prohibited by these Terms. Access to the Embedded Search from territories where their contents are illegal is strictly prohibited.

7. You may not use the Embedded Search in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party\'s use of the midomi Service. You may not intentionally interfere with or damage the operation of the Embedded Search or midomi Service or any midomi User\'s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code.

8. Disclaimers; No Warranties. THE EMBEDDED SEARCH, MIDOMI SERVICE AND ANY THIRD-PARTY MUSIC, MEDIA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE EMBEDDED SEARCH OR MIDOMI SERVICE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MELODIS, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

MELODIS, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE EMBEDDED SEARCH OR MIDOMI SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MIDOMI SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

MELODIS, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE EMBEDDED SEARCH OR MIDOMI SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9. Indemnification; Hold Harmless; Release. You agree to indemnify, hold harmless and release Melodis, its stockholders, employees, contractors, agents, subsidiaries, parent companies and its affiliated companies, and its suppliers and partners, from any claims, losses, damages, liabilities, including attorney\'s fees, arising out of (i) your use or misuse of Embedded Search or the midomi Service, (ii) violation of these Terms, (iii) violation of the rights of any other person or entity, or (iv) any breach of the foregoing representations, warranties, and covenants. Melodis reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

10. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL MELODIS OR ITS SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE EMBEDDED SEARCH OR THE MIDOMI MATERIALS ON THE MIDOMI SERVICE, THE MIDOMI SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH MIDOMI, EVEN IF MELODIS OR A MELODIS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, MELODIS\' LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL MELODIS OR ITS SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS\' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE EMBEDDED SEARCH OR THE MIDOMI SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY.

11. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without giving effect to any principles of conflicts of law.

12. Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or the midomi Service shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

13. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party\'s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.

14. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

15. Assignment. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Melodis without restriction.

16. Survival. Sections 3, 8, 9, and 10 will survive any termination of these Terms.

17. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

18. Entire Agreement. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to these Terms made by Melodis as set forth in Section 1 above.