Last updated September 28, 2007

This web site ("Site") is controlled and maintained by Soraya, Inc. ("we," "us," or "our"). By using this Site, you agree to be bound by each of the terms and conditions set forth below and any amendments thereto ("Terms "). Please return to the Site and review the Terms from time to time, as they may be amended without notice. The “Last Modified” date at the top of the Terms will indicate when the latest changes were made. By continuing to access and use the Site after the Terms have been modified, you are agreeing to such modifications. In addition, when using particular services or features or making purchases on the Site, you shall be subject to any posted guidelines or rules applicable to such services, features or purchases that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms. The Site, any software used to operate the Site and the content, services, features, subscriptions, products, merchandise and information that we offer to users on the Site may be referred to in the Terms collectively as the “Service”. Unless explicitly stated otherwise, any new features that augment or enhance the Service in the future shall be considered part of the Service and subject to the Terms.

Your License to Download Music and Video Clips

We give you a non-exclusive, non-transferable right to download to your personal computer the specific music and video clips (collectively, the “Clips”) available on this Site, solely for your own personal use.

Limitation on Use of Music and Video Clips

You are granted a right to use Clips only for your own personal use. You may not use any Clips or any part thereof other than as expressly set forth in these Terms and you may not, without limitation:

• use the Clips for any commercial purposes including, without limitation, sale, resale, hire, reproduction or promotional purposes, or uses that require synchronization, public performance, print rights or any other rights not expressly licensed to you in these Terms;

• broadcast, communicate to the public, transmit to any other person or otherwise distribute any Clips (including, but not limited to, making available Clips on file sharing networks);

• modify, adapt or create derivative works of the Clips;

• make any copies, digital or physical, of the Clips, including on a digital music player or CD-ROM; or

• remove or in any way amend or tamper with any copyright or trademark notice or other identifier contained on or in any of the Clips

All rights granted to you under the Terms relating to the Clips do not constitute a grant or waiver or any other limitation of any right of the copyright owners of any Clips including, without limitation, any rights that they may have in the sound recording and underlying musical composition or audiovisual work embodied in the Clips made available to you. Any use of the Clips or any parts thereof other than as permitted under these Terms is a violation of copyright and these Terms and may expose you to legal action.

Proprietary Rights

All materials on this Site, including, without limitation, names, logos, trademarks, images, text, columns, graphics, photographs, illustrations, artwork, software, Clips and other elements making up the Site (collectively, "Content") are protected by copyrights and other intellectual property rights owned and controlled by us or by other parties that have licensed or otherwise provided their material to us. You acknowledge and agree that all Content on the Site is made available for limited, non-commercial, personal use only. Except as specifically provided in the Terms or elsewhere on the Site, no Content may be copied, reproduced, republished, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, by any person or entity, without our prior express written permission. You may not add, delete, distort, or otherwise modify the Content. Any unauthorized attempt to modify any Content, to defeat or circumvent our security features, or to utilize the Site or any part of the Content for any purpose other than its intended purposes is strictly prohibited.

Linked Sites

The Site may contain links to other web sites (including, but not limited to, any advertisements and links to third-party retailers that sell books, merchandise to other products featured on the Site) that are not controlled or maintained by us. You agree that we will not be responsible for the content, advertising, privacy policies, products, services, or other materials on or available from such linked web sites. Use of these web sites is at your own risk. We encourage you to note when you leave the Site and to read the terms of use of such other web sites.

Without limiting the foregoing, your correspondence or business dealings with, or participation in promotions of, advertisers and third-party retailers found on or through the use of the Service, including payment for and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or third-party retailer. You agree that neither Soraya, Inc., nor its affiliated companies shall be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third-party retailers on the Service. While the Service provides a link to these services, we have no control over these services or the companies that provide them.

You understand and agree that we are not responsible in any way for your use of these services or products provided by third parties, and that your use of such services or products is subject to the terms and conditions established by such third parties. Information you provide when you use such services is collected by such services (and not by us), and we do not control their use of such information. Thus, for example, your use of any third-party retailer referenced on, or linked to, the Site and any purchases you make there are governed by the separate user terms and privacy policy established by the applicable third-party retailer. We encourage you to review the user terms and privacy policy before you use these third-party retailers. You should do the same for other services provided by third parties.

The foregoing provisions also apply to the third-party web sites of various charitable organizations to which the Site links. While we support the causes of these charities, we do not give any tax or other advice regarding any contribution you may make to such charities, and you assume all risk for any decision you make to contribute to such charities.

Information You Provide

You may be required to register for an account on the Site in order to take advantage of certain features of the Site, such as purchasing products, redeeming offers or participating in our chat rooms, message boards and blogs. If you choose to register on the Site or if you otherwise provide information on the Site, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Site, and (b) as permitted, maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information to us that is false, inaccurate, outdated or incomplete, or we have reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, we have the right to suspend or terminate your account and prohibit any and all current or future use of the Service (or any portion thereof) by you.

Any registration or other information you provide to us is subject to our Privacy Policy. For more information, see our full Privacy Policy.Our Privacy Policy is hereby incorporated into the Terms by this reference.

Member Account and Password

If you choose to register for an account with us, you will create a username and password while completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We (and our affiliated companies) cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Submissions / Code of Conduct

Any notes, postings, ideas, suggestions, concepts, stories, photos or other material submitted through the Site via e-mail, message boards, chat rooms, or via any other means that we may create or provide in the future will become our property throughout the world and we shall be entitled (without compensation to any party) to use such material in perpetuity in any form and manner in any media, whether now known or hereafter devised, and you will not have any claim against us with respect to such use. You agree that, in the event you make a submission to us [(including, without limitation, any postings on our message boards or in our chat rooms: (i) your submission is original with you and accurate, (ii) your submission does not violate, and its use will not violate, the rights of any third party or any applicable law or ordinance, and (iii) your submission is not pornographic, obscene, indecent, profane, threatening, harassing, hateful, intimidating, abusive, defamatory, tortuous, fraudulent, or otherwise objectionable in any way, and does not encourage conduct that would constitute illegal activity, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including any right of publicity, right of privacy or any other proprietary right of another. If it is determined that you have, at any time, violated any of the foregoing provisions, you may thereafter be barred from submitting or posting any further material on the Site or using or accessing message board or chat rooms. You further agree not to (i) use the Site, the Content, or any products or services included on or available through the Site for any unlawful purpose, (ii) restrict or inhibit any other user from using and enjoying the Site, including by means of disrupting the normal flow of dialogue, causing a screen to "scroll" faster than other users of the Site are able to type, hacking or defacing any portion of the Site, introducing any virus, worm, Trojan Horse, Easter Egg, time bomb, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or otherwise acting in a manner that negatively affects other users' ability to engage in real time exchanges; (iii) post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication or engage in spamming or flooding; (iv) impersonate any other person or entity, or misrepresent your affiliation with any other person or entity; or (v) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content on the Site.

We reserve the right, but undertake no duty, to review, edit, move or delete any material provided for display or placed on the Site, in our sole discretion. For additional terms and guidelines relating to the use of our message boards, chat rooms and any other “public” venues offered on the Site, please see the Terms of Membership for such venues.

Infringement and Regulatory Complaints

We will cooperate with any law enforcement authorities and comply with any judicial order requesting or directing us to disclose the identity of anyone uploading, downloading, or posting materials, or otherwise using the Site in violation of any applicable federal, state, or local laws.

We respect the intellectual property of others. If you believe that your work has been copied in any way without your permission, please provide the following information to our Agent to Receive Notification of Claimed Copyright Infringement identified below. Your notice must contain the following:

• An electronic or physical signature of the person authorized to act on behalf of the copyright owner whose work you claim has been infringed;

• A description of the work you claim has been infringed;

• Identification of the work you claim infringes the copyrighted work and a description of where it is located on the Site;

• Your address, telephone number and e-mail address;

• A statement by you that you have a good faith belief that the infringing use is not authorized by the copyright owner, the copyright owner’s agent or by law; and

• A statement by you, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, SORAYA, INC., ITS PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “SORAYA PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, THE SORAYA PARTIES MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE OR ANY LINKED SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SORAYA PARTIES OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitations of Liability

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SORAYA PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SORAYA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT THE MATERIALS ON THE SITE ARE PROVIDED "AS IS" FOR GENERAL INFORMATION ONLY AND WITHOUT WARRANTIES OF ANY KIND. THE MATERIALS ON THE SITE ARE NOT MEANT TO BE USED FOR SELF-DIAGNOSIS OR TO REPLACE THE SERVICES OF A MEDICAL PROFESSIONAL. SORAYA, INC. DOES NOT RECOMMEND, ENDORSE OR MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE ACCURACY, COMPLETENESS, TIMELINESS, EFFICACY OR NONINFRINGEMENT OF ANY OF THE PROGRAMS, MATERIALS, PRODUCTS OR OTHER INFORMATION PROVIDED BY THE SITE OR BY THE COMPANIES OR ORGANIZATIONS LINKED OR REFERRED TO IN THE SITE.

YOU AGREE THAT YOU WILL HOLD HARMLESS THE SORAYA PARTIES FROM ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR OTHER SITES TO WHICH IT IS LINKED. IN NO EVENT WILL THE SORAYA PARTIES OR THE CONTRIBUTORS OF INFORMATION TO THE SITE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH INFORMATION OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THE SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OF EQUIPMENT OR DATA, YOU WILL ASSUME ANY COSTS THEREOF.

IF YOU ARE DISSATISFIED WITH ANY MATERIALS, OR WITH ANY PROVISION OF THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify and hold us, and our subsidiaries, partners, agents, affiliates, licensors, sponsors, business partners and advertisers and their respective officers, directors, shareholders, agents and representatives harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from your breach of any warranties, representations and agreements set forth in these Terms, including, without limitation, your unauthorized use of any Content.

International Use

We make no representations that the Content, Products, and/or Services on the Site are appropriate or available for use in locations outside the United States. Those who choose to access the Site from other locations do so at their own initiative and are responsible for complying with all local laws and regulations regarding online conduct and acceptable content.

Termination

Soraya, Inc. reserves the right, without notice and at its sole discretion, to suspend or terminate the Terms and/or your ability to access or use the Service, and to block or prevent future access to and use of the Service for any reason, including your breach of the Terms or other conduct by you that Soraya, Inc. considers inappropriate. Soraya, Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Except as otherwise expressly stated in the Terms, you agree that neither Soraya, Inc. nor any of its affiliated companies shall be liable to you or to any third party for any modification, suspension or discontinuation of the Service.

Miscellaneous

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. You agree to submit to the exclusive jurisdiction of the federal, state, and local courts located within the State of New York, County of New York These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified or eliminated to the minimum extent necessary and the remaining provisions shall be enforced. These Terms constitute the entire agreement between the parties hereto, and supersede any other agreement, promise, or practice between the parties relating to the subject matter hereto. We reserve the right to terminate your access to and ability to use the Site (or any portion thereof), at any time (with or without notice). No waiver by either party of any right hereunder shall constitute a waiver of this or any other right.