ROCK.COM TERMS OF SERVICE

1.                   ACCEPTANCE OF TERMS

Rock.com, Inc. (“Rock.com”) provides the Rock.com Web site and the features, content and services on the Rock.com Web site (collectively, the “Service”) to you, subject to the following Terms of Service (the “TOS”).  By accessing the Service or any portion thereof, you signify your agreement to all terms, conditions, and notices contained or referenced in the TOS.  If you do not agree to the TOS, do not use the Service.  Rock.com reserves the right, at its discretion, to update or revise the TOS from time to time without notice to you.  Please check the TOS periodically for changes.  You can review the most current version of the TOS at any time at http://www.rock.com/TermsOfUse.htm.  Your continued use of this Service following the posting of any changes to the TOS constitutes acceptance of any such changes.  In addition, when using particular services or features of the Service, you shall be subject to any guidelines or rules applicable to such services which may be posted from time to time.  All such guidelines or rules are hereby incorporated by reference into the TOS.

2.                   ROCK.COM PRIVACY POLICY

Information you supply about yourself through any registration form on the Service (the “Registration Data”) and certain other information about you is subject to our Privacy Policy, as well as the privacy policies of certain of Rock.com’s Service Providers (as defined below).  For more information, see our full privacy policy at http://www.rock.com/Privacy.htm.  The Rock.com Privacy Policy is incorporated into the TOS by reference.  You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by Rock.com, its affiliates and Service Providers.

3.                   DESCRIPTION OF SERVICE AND GENERAL OBLIGATIONS

3.1                Description of Service.  The Service provides a collection of on-line resources, including without limitation:  (a) email accounts (“Email Service”); (b) access to Internet audio transmissions (“Audio Service”); (c) access via the Internet to music videos and text and video news regarding the music and entertainment industries (“News Service”); (d) a forum to upload and listen to music from independent artists (“Indie Corner Service”); (e) a personal Web page hosting service (“Web Hosting Service”); (f) a sub-domain redirection service permitting redirection to another Web site by means of a rock.com sub-domain selected by the user (“Redirection Service”); (g) a social networking service that allows users to create personal profiles and communicate through chat, confidential messaging, online forums and other communications tools (“Connections Service”); (h) the ability to purchase merchandise and concert tickets (“Merchandise Service”); (i) a concierge service, in which Rock.com assists users in locating and purchasing concert tickets and related travel services and accommodations (“Concierge Service”); and (j) the ability to access and play Internet-based games (“Game Service”).  You also understand and agree that the Service may include advertisements and that these advertisements are necessary for Rock.com to provide the Service.  You also understand and agree that the Service may include certain communications from Rock.com and its Service Providers, such as product/service announcements, administrative messages, special offers and newsletters, and that these communications are considered part of Service membership and you will not be able to opt out of receiving them.  Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Rock.com properties or services, shall be subject to the TOS.

3.2                Fees and Payment.  Rock.com reserves the right, at any time, to charge fees for access to the Service or any portion thereof.  In consideration of your use of the Service, you hereby agree to pay Rock.com any such fees specified within the Service, as modified from time to time.  Unless otherwise specified, all fees are due immediately and are non-refundable.  Set up fees, if any, will become payable on the applicable effective date for the applicable portion of the Service.  You agree to pay all value added, sales and other taxes related to the services or payments made by you hereunder.  All payments of fees for Rock.com services shall be made in U.S. dollars.  In the event that you fail to make timely payment of fees, such failure shall constitute a material breach of the TOS, and, in addition to any other remedies available to Rock.com:  (a) Rock.com may suspend your access to the Service until such payment is received; (b) all sums due and payable that remain unpaid will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less ; and (c) you will be liable for any attorney fees, collections agency fees and other service fees that Rock.com incurs to collect unpaid fees.

3.3                Access to Service.  You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider, telephone or airtime charges).  You are responsible for those fees.  In addition, you must provide and are responsible for all equipment necessary to access the Service.

3.4                Registration, Accounts and Passwords.  In consideration of your use of the Service, you represent that:  (i) you are of legal age to form a binding contract; or (ii) your registration for, and use of, the Service is expressly authorized by a parent or guardian of legal age to form a binding contract and who agrees to be bound by the TOS.  You further represent that you have provided accurate information regarding your age as part of the Registration Data and that you are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.  Your right to use the Service is personal to you.  Therefore, a user may only be an individual, not a corporation or other business entity.  You also agree to:  (a) provide true, accurate, current and complete Registration Data; and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Rock.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Rock.com has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).  You will receive a password and account designation upon completing the Service's registration process.  Your password and account are solely for your personal use, and you shall not authorize others to use your account, including your profile or email address.  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:  (x) immediately notify Rock.com of any unauthorized use of your password or account or any other breach of security; and (y) ensure that you exit from your account at the end of each session.  Neither Rock.com nor its Service Providers will be liable for any loss or damage arising from your failure to comply with this section.

3.5                Children.  Rock.com is concerned about the safety and privacy of all its users, particularly children.  Each on-line resource within the Service has a separate minimum age requirement, ranging from 13 to 18 years of age.  In the event that a user’s age, as indicated in the Service registration, falls below the minimum age for a particular resource, that user will be prevented from accessing that resource.  Children under the age of 18 may only register for the Service with the express consent of, and supervision by, a parent or legal guardian.  When you, as a parent or guardian, permit a child to access the Service, you agree to be fully bound by the TOS and to be responsible for:  (a) your child’s use of the Service; and (b) your child’s breach of any term or condition of the TOS.  Please remember that the Service is designed to appeal to a broad audience.  Accordingly, as the parent or legal guardian, it is your responsibility to determine whether any portion of the Service and/or User Content (as defined in Section 3.6 below) are appropriate for your child.  If you, as a parent or guardian, object to, or have concerns regarding, your child’s use of the Service, Rock.com encourages you to install parental control software on your computer permitting you to block your child’s access the Service.  Rock.com may delete your account and/or profile, including any related User Content, without warning if it discovers that you are misrepresenting your age.  Please be aware that the Service may contain certain features and/or areas that are suitable for access only by adults.  In such event, you must be at least 18 years of age to access and view such features and/or areas.

3.6                User Content and Member Conduct.  You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials that any user posts, sends, publishes or otherwise transmits by any means through the Service (collectively “User Content”) are the sole responsibility of the person from which such User Content originated.  This means that you, and not Rock.com or its Service Providers, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available via the Service.  Rock.com does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity, legality or quality of such User Content. You understand that by using the Service, you may be exposed to User Content that is offensive, indecent, objectionable or violative of third-party rights.  Under no circumstances will Rock.com or its Service Providers be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

(a)     upload, post, email, transmit or otherwise make available any User Content that is false or misleading, promotes illegal activities, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, patently offensive, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b)     harm minors in any way, provide User Content that exploits people under the age of 18 in a sexual or violent manner, or solicit personal information from anyone under 18;

(c)     impersonate any person or entity, including, but not limited to, a Rock.com official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d)     forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service;

(e)     upload, post, email, transmit or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f)      upload, post, email, transmit or otherwise make available any User Content that infringes, or contributes to or facilitates the infringement of, any patent, trademark, trade secret, copyright or other proprietary rights of any party, including, without limitation, pirated computer programs or links to them, information to circumvent manufacturer-installed copy-protect devices, or pirated music or films or links to pirated music or film files;

(g)     upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (if any) that are clearly designated for such purpose (for the purposes of the TOS, "spam" has the meaning generally understood among Internet users, and includes without limitation "unsolicited electronic mail advertisements" as that phrase is defined under California Business and Professions Code section 17538.45 or any successor statutory provision);

(h)     upload, post, email, transmit or otherwise make available any material that contains software viruses, spyware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or designed to collect, transmit or monitor private information or activities of users;

(i)      disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

(j)      interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including, without limitation, imposing an unreasonable or disproportionately large load (as determined by Rock.com in light of the load imposed by other users generally) on the infrastructure of Rock.com or its Service Providers, or using any "bot" or other automated repetitive or iterative mechanism or the like to gain any sort of benefit from Rock.com or any of its Service Providers;

(k)     intentionally or unintentionally violate any applicable local, state, national or international law or regulation, including, but not limited to any rules or regulations promulgated by any securities regulatory agency or exchange;

(l)      “stalk” or otherwise harass another;

(m)    solicit, collect, store, transmit or publish passwords or personal data about other users without permission;

(n)     provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act;

(o)     promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals, including, without limitation, providing instructions on how to assemble bombs, grenades and other weapons, creating computer viruses and creating "Crush" sites; or

(p)     engage in the following commercial activities:

·   stating or implying any affiliation with, or endorsement by, Rock.com in connection with offering for sale or barter any products or services;

·   reselling or relicensing the Service or any portion thereof in any form;

·   promoting advertising or pyramid schemes;

·   soliciting for advertisers or sponsors; or

·   conducting raffles, sweepstakes or contests.

You acknowledge that Rock.com does not pre-screen User Content, but that Rock.com and its Service Providers shall have the right (but not the obligation) in their sole discretion to refuse or remove any User Content that is made available via the Service.  Without limiting the foregoing, Rock.com and its Service Providers shall have the right to monitor the Service and remove any User Content that violates the TOS or is otherwise objectionable.  You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.  Similarly, you acknowledge that you may not rely on any content of the Service created or submitted to Rock.com or its Service Providers, including without limitation information in the News Service, and in all other parts of the Service.

You acknowledge and agree that Rock.com may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:  (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Rock.com, its users, Service Providers and the public.

You understand that the technical processing and transmission of the Service, including your User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Rock.com and/or Service Providers.  You may not attempt to override or circumvent any of the usage rules embedded into the Service.  Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

3.7                Export Restrictions.  Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable User Content.  Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

3.8                General Practices Regarding Use and Storage.  You acknowledge that Rock.com and its Service Providers may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded User Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on Rock.com’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time.  You agree that neither Rock.com nor its Service Providers has any responsibility or liability for the deletion or failure to store any messages and other communications or other User Content maintained or transmitted by the Service.  You acknowledge and agree that Rock.com reserves the right to terminate and delete accounts, including any related User Content, that are inactive for an extended period of time.  You further acknowledge and agree that Rock.com reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

3.9                Modifications to Service.  Rock.com 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. You agree that neither Rock.com nor its Service Providers shall be liable to you or to any third party for any modification, suspension or discontinuation of the Service.

3.10            Links.  The Service may provide, or third parties may provide, links to other Internet sites or resources.  Because Rock.com has no control over such sites and resources, you acknowledge and agree that Rock.com is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources . You further acknowledge and agree that Rock.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

3.11            Participation in Rock.com Contests and Promotions.  By entering or participating in any promotion, contest or prize-related activity provided or promoted on the Service, participants agree to release, discharge, and hold harmless Rock.com, its Service Providers and participating sponsors, affiliates, subsidiaries and their respective officers, directors, employees, and agents from any injury, loss, liability, damages or other harm of any kind that may arise out of participation in such promotion, contest or activity or out of acceptance, use, misuse, or possession of prizes.  By participating, you agree to the decisions of the judges regarding contest winners, which are final and binding in all respects.  Further, you agree and give permission to use your name and likeness without compensation in perpetuity in connection with such promotion, contest or activity.  Void where prohibited by law, rule, or regulation.  All federal, state, and local laws, rules, and regulations shall apply.

4.                   ADDITIONAL SERVICE OBLIGATIONS

4.1                Third-Party Providers.  Certain third-parties (“Service Providers”) provide services in connection with portions of the Service on behalf of Rock.com (“Provider Services”).  The Service Providers may include, but are not limited to, the following:  (a) LoadMail, Inc. and Outblaze Limited provide services in connection with the Email Service; (b) Live365, Inc. provides services in connection with the Audio Service; (c) ROO Media Corporation and Broadband Enterprises provide services in connection with the News Service; (d) Musicgroups.com provides services in connection with the Indie Corner Service; (e) CafePress.com, Spun Out, Inc., PriceGrabber.com, LLC, JoyStar, AllPosters.com, Inc. and Ticket Network Direct provide services in connection with the Merchandise Service; (f) Intermix Network, LLC provides services in connection with the Game Service; and (g) Gorilla Nation Media, LLC, ValueClick, Inc., Advertising.com, MaxOnline, Inc., Google Inc., Tribal Fusion, Inc., BURST! Media, LLC, Broadband Enterprises LLC and FastClick.com, Inc. provide certain advertising services in connection with the Service.  In the course of using such Provider Services, you may become subject to the terms and conditions of such Service Providers.  In the event of any conflict between such terms and conditions and the TOS, the TOS shall control.  To the fullest extent permitted by law, Rock.com disclaims any and all liability for any damage, expense or other harm that may arise in connection with your use of any Provider Service.  You further agree that each Service Provider shall be a third-party beneficiary to certain indemnities, limitations of liability and disclaimers of warranty where specifically stated in the TOS, and that such provisions are made expressly for the benefit of the Service Providers and are enforceable by Service Providers in addition to Rock.com.

4.2                Email Service.  When you provide an alternate email address upon registration, you agree to receive email notification and other messages at that address including, without limitation, offers sponsored or delivered by Rock.com or its Service Providers.  To cancel any mailings to your alternate email address (as noted above) follow the removal/cancellation notices provided with any mailing.  Rock.com reserves the right to send information notices and targeted marketing messages to any or all users’ Rock.com email addresses created through the Email Service without the right to opt out.  Furthermore, Rock.com may review and use the content of messages sent through the Email Service to generate targeted communications to users.  Rock.com may also provide such Rock.com email addresses and message content to third-party marketers and advertisers and permit such third parties to send targeted marketing and advertisement communications to such email addresses without the right to opt out.  For additional information, see our Privacy Policy.  Note that email accounts that have not been accessed for an extended period will be permanently purged on a continual basis, including all stored messages, and related email addresses will be made available to other users of the Email Service.

4.3                Audio Service.  You may not, by means of linking, redirecting or any other method, make available or list any Internet radio program generated by or offered through the Audio Service or Rock.com’s or its Service Provider’s servers on any other Web site or in any other medium without the prior express written permission of Rock.com or its Service Provider. You may not download or store any sound recordings or Internet radio programs from the Audio Service to the hard drive of your computer.  Rock.com may take any action with respect to the Audio Service if Rock.com believes, in its sole discretion, that the Audio Service may create liability for itself or any third parties or may cause Rock.com to lose (in whole or in part) the services of its Service Providers, ISPs, vendors or advertisers.

4.4                Indie Corner Service.   You understand and agree that you will receive no compensation with respect to any permitted use of any User Content you submit or upload to the Indie Corner Service.  Neither Rock.com nor its Service Provider is under any obligation to post or use any User Content you may provide and either Rock.com or its Service Provider may remove any User Content at any time in its sole discretion.  USER AGREES THAT NO PUBLISHER OR PERFORMANCE ROYALTIES WILL BE PAID ON ANY WORKS SUBMITTED TO THE INDIE CORNER SERVICE.  USER MAY REMOVE WORKS AT ANY TIME DIRECTLY THROUGH THE INDIE CORNER.  As further provided in Section 5.4, by submitting or posting User Content to the Indie Corner Service, you warrant and represent that:  (a) you own or otherwise have the right (including, without limitation, consent from all composers and band members having any rights to the User Content) to submit and upload any User Content to the Indie Corner Service; (b) that each person depicted or described in such User Content, if any, has consented to your submission and upload of the User Content; and (c) neither the User Content nor any license to the User Content granted herein violates or will violate any intellectual property right or proprietary right of any third party.

4.5                Web Hosting Service.  Users of the Web Hosting Service are prohibited from:  (a) using any home page of any personal Web site as storage for remote loading or as a door or signpost to another home page, whether inside or beyond Rock.com; (b) publishing restricted or password only access pages or hidden pages, text or images (those not linked to or from another accessible page); (c) having multiple personal Web sites on Rock.com in order to circumvent storage limitations or for any other purpose; (d) displaying on any page of any personal Web site a sponsorship banner of any kind, including those that are generated by banner or link exchange services; and (e) displaying on any page of any personal Web site banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their Web sites.  As further provided in Section 6 below, Rock.com, through its Service Providers, runs advertisements and promotions on personal Web sites.  By creating your personal Web site on the Web Hosting Service, you agree that Rock.com and its Service Providers have the right to run such advertisements and promotions.  You also agree that you will not attempt to block or otherwise interfere with advertisements displayed on your personal Web site via JavaScript or any other means.  Doing so is grounds for immediate termination of the Web Hosting Service.  The manner, mode and extent of advertising by Rock.com and its Service Providers on your personal Web site is subject to change at any time without notice.

4.6                Redirection Service.  Rock.com shall enable the user to register with the Redirection Services an alpha-numeric combination that will function as a rock.com sub-domain name (“Sub-Domain”).  Registration of the Sub-Domain will enable Internet users who enter the Sub-Domain into their browser to be redirected to a Web site of the user’s choice as specified in the Redirection Service.  You acknowledge and agree that the Sub-Domain consists only of registration in the Rock.com data-base of the alpha-numeric combination that you provide to Rock.com in the Redirection Service.  No additional rights are conveyed with said registration in and to the Sub-Domain or to the underlying alpha-numeric combination, including without limitation any trademark or domain name registration right, and you shall receive no ownership or exclusive right or interest in or to any Sub-Domain.  You warrant and represent that you have all right, title and interest deemed necessary to register the Sub-Domain and use the Sub-Domain, and that use of the Sub-Domain shall not infringe upon the right, title or interest of any third party, including, without limitation, intangible rights, trademarks, copyrights and publicity and privacy rights of any such third party.  You further acknowledge and agree that registration of the Sub-Domain with the Redirection Service and use of the services provided hereunder do not provide you with any right, title or interest in and to any portion of the Service, Rock.com services or systems, the Rock.com domain name or any other alpha-numeric combination registered thereunder. You further acknowledge and agree that, in the event that more than one entity requests registration of a Sub-Domain, Rock.com will determine in its sole and absolute discretion, the entity to be assigned such Sub-Domain under the Redirection Service, irrespective of the time that each entity initiated request for such Sub-Domain.  Rock.com reserves the right to terminate any Sub-Domain at any time for any reason.  The Redirection Service only facilitates the redirection of Internet users to Web sites of choice.  Other than acting as a redirection service provider, Rock.com is not involved in any action otherwise performed by you or other Internet users.  Rock.com has no control over the accuracy, quality or legality of the Web sites to which the Sub-Domain redirects, the truth or the accuracy of any content contained therein or any information provided by users of the Redirection Service.  Rock.com cannot and does not conduct any verification or other services in connection with the Redirection Service.

4.7                Connections Service.  Please choose carefully the information you post on the Connections Service and that you provide to other users. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS.  YOU UNDERSTAND THAT ROCK.COM DOES NOT IN ANY WAY SCREEN ITS USERS, NOR DOES ROCK.COM INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS.  ROCK.COM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS.  IN NO EVENT SHALL ROCK.COM BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE CONNECTIONS SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THE CONNECTIONS SERVICE OR PERSONS YOU MEET THROUGH THE CONNECTIONS SERVICE.  YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE CONNECTIONS SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.  YOU UNDERSTAND THAT ROCK.COM MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE COMPATIBILITY WITH INDIVIDUALS YOU MEET THROUGH THE CONNECTIONS SERVICE.  YOU SHOULD NOT PROVIDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO OTHER USERS.  OPINIONS, ADVICE, STATEMENTS, OFFERS, OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE CONNECTIONS SERVICE, BUT NOT DIRECTLY BY ROCK.COM, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT NECESSARILY BE RELIED UPON.  SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. ROCK.COM DOES NOT:  (A) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION ON THE CONNECTIONS SERVICE, OR (B) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE CONNECTIONS SERVICE.  UNDER NO CIRCUMSTANCES WILL ROCK.COM OR ITS SERVICE PROVIDERS OR AFFILIATES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE CONNECTIONS SERVICE OR TRANSMITTED TO OR BY ANY USERS.  Your Connections Service profile may not include the following items:  unfair, misleading or deceptive content; telephone numbers; street addresses; or last names; and any photographs posted by you may not contain nudity, sexually suggestive imagery, violence, or offensive subject matter.  Rock.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including email) by you, or to restrict, suspend, or terminate your access to all or any part of the Connections Services at any time, for any or no reason, with or without prior notice, and without liability.  Information provided by other Connections Service users (for instance, in their profile) may contain inaccurate, inappropriate or offensive material, products or services, and Rock.com assumes no responsibility or liability for this material.  The Connections Service is for the personal use of users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Rock.com.  Commercial advertisements, affiliate links, and other forms of solicitation may be removed from user profiles and/or postings without notice and may result in termination of user privileges.  Rock.com will take appropriate legal action for any illegal or unauthorized use of the Connections Service.  Rock.com reserves the right, but shall have no obligation, to monitor or intervene in disputes between you and other users.

4.8                Merchandise Service.  As further provided in Section 6, any contract or order for merchandise or tickets through the Merchandise Service is between you and the applicable Service Provider, and Rock.com shall have no liability or obligation in connection with such contract or order, including, without limitation, any liability of obligation for:  (a) any late delivery, mis-delivery, non-delivery, loss or destruction of merchandise or tickets or cancellation, postponement or modification of related concerts or events; (b) any defects in merchandise or tickets or any misrepresentation by a Service Provider regarding the nature or quality of merchandise or tickets; or (c) any billing errors or inaccuracies or any loss or misuse of personal or financial information by a Service Provider.  Without limiting the scope of any other applicable disclaimer set forth in the TOS, Rock.com does not warrant or guarantee any merchandise or tickets purchased through the Merchandise Service in any way and hereby disclaims any and all warranties, representations or guarantees made by any Service Providers in connection with any such merchandise or tickets.

4.9                Concierge Service.

(a)     General.  The Concierge Service permits users to contact Rock.com for assistance in locating and purchasing concert tickets and related travel services and accommodations in two ways:  (i) via special pages on the Rock.com site; and (ii) via a phone number designated on the site through which users speak with a live representative.  Rock.com will only make the Concierge Service available to registered Rock.com members, who will be required to provide a valid username and password to use the service.  All of the provisions is Section 4.8 apply with equal force to the Concierge Service, including without limitation any tickets and  travel-related services. 

(b)     Rock.com Is an Intermediary.  Rock.com acts solely as an intermediary to assist users in contacting third-party Service providers and vendors of tickets and travel and other related services (“Concierge Vendors”), which have no affiliation with Rock.com.  The Concierge Service is provided solely to assist users in determining the price and availability of tickets and travel-related goods and services and to make legitimate reservations or otherwise transact business with Concierge Vendors.  Accordingly, Rock.com does not provide tickets or related services directly and is not directly involved in any sale transaction between users and such Concierge Vendors.  Tickets sold to users who access the Concierge Service are generally from Concierge Vendors that are secondary ticket market brokers and are being resold in many cases above the price or "face value" listed on the ticket.  Rock.com and its Service Providers are not directly affiliated with any performer, sports team, promoter, venue or provider of travel or accommodation services, and Rock.com does not act as a primary sale box office or travel agent.  Separate terms and conditions will apply to your reservations with, and purchase of tickets and travel-related goods and services from, Concierge Vendors.  You agree to abide by the terms or conditions of purchase imposed by any Concierge Vendor with whom you elect to deal, including, but not limited to, payment of all amounts when due and compliance with the Concierge Vendor's rules and restrictions regarding availability and use of tickets, fares, products, or services.  You understand that any violation of any such Concierge Vendor’s conditions of purchase may result in cancellation of your reservation(s) or purchase, in your being denied access to any concerts, events, flights, hotels, transportation or other services, in your forfeiting any monies paid for such reservation(s) or purchase, and in the termination of your Rock.com account.

(c)     Charges and Payment.  You shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of your use of the Concierge Service, and all sales through the Concierge Service are final and non-refundable.  Rock.com will forward any credit card and other user information collected through the Concierge Service to Concierge Vendors, which will charge users directly for tickets and any related travel services.  Concierge Vendors will typically pay Rock.com a commission for such user purchases.  Rock.com will not directly charge users with respect to tickets and any related travel services purchased through the Concierge Service; provided, however, that, with respect to purchases made via the personalized Concierge Service phone line, Rock.com will charge a 5% "Concierge Fee" directly to the user’s credit card account provided.  When booking, users will see various charges on their credit card statement from the various Concierge Vendors used, as well as from Rock.com for the Concierge Fee, if applicable.  In the event that the amounts charged to your credit card differ from the confirmation Rock.com or the Concierge Vendor(s) send to you, or you otherwise wish to question or dispute a charge on your credit card related to any tickets or services provided to you via the Concierge Service, you agree to contact the relevant Concierge Vendors or Rock.com directly prior to disputing the charge with the credit card company or initiating a chargeback.   In the event that you initiate a dispute or chargeback with your credit card company with respect to any valid charge for tickets or services provided to you via the Concierge Service, and Rock.com, in its sole reasonable discretion, determines that such dispute or chargeback is without merit or fraudulent, without limiting any other rights and remedies available to Rock.com and the affected Concierge Vendors:  (i) you shall promptly refund to Rock.com or its designee the full amount of the refund plus an additional fifty percent of the chargeback (50%) as liquidated damages to compensate Rock.com and its Concierge Vendors for resulting administrative and accounting costs; (ii) you shall promptly reimburse Rock.com or its designee for the full amount of any reasonable collection fees, attorney fees, and any other costs associated with recouping the chargeback or otherwise resolving the dispute; (iii) Rock.com may immediately terminate your Rock.com account; and (iv) Rock.com may, to the extent permitted by applicable law, report your conduct to the credit reporting agencies.  In any legal proceeding relating to a credit card dispute or chargeback, the user will bear the burden of proving that the dispute or chargeback was justified and that charges were incorrect or not authorized by the user.  If a user withdraws payment prior to using purchased tickets, travel or other services for any reason, the Concierge Vendors and/or their vendors have the right, without limitation, to cancel the relevant tickets, reservations and travel.  Rock.com and the Concierge Vendors shall report, and shall have the right to report, any user suspected of fraud to all applicable law enforcement authorities, and in no event shall Rock.com or any Concierge Vendor have any liability to any user for making any such report based upon reasonable information.

(d)     Disclaimers and Limitations.  Although most travel is completed without incident, travel to certain destinations and use of certain accommodations may involve greater risks than others.  We urge you to review and evaluate travel prohibitions, warning, announcements, and advisories issued by the government and the aviation administration before booking travel and accommodations.  Information on conditions in various countries and the level of risk associated with travel to particular destinations can be found on public sites, such as www.state.gov, www.tsa.gov, www.dot.gov, www.faa.gov, www.cdc.gov, www.treas.gov/ofac, and www.customs.gov.  By making purchases of travel and accommodations from Concierge Vendors available through the Concierge Service, Rock.com does not represent or warrant that any such travel or use of accommodations are advisable or without risk.  Rock.com has not investigated or evaluated, does not endorse, recommend, or guarantee, and shall not be responsible or liable with respect to, the quality, suitability or safety of any travel or accommodations obtained via the Concierge Service.  Rock.com shall have no liability for damages, losses, or delays that may result from improper documents for entry, exit, length of stay.

                                Concerts, sporting events and other attractions corresponding to tickets purchased through the Concierge Service may not be appropriate for all ages or for individuals with certain medical conditions, and may present certain other risks.  Attendance of such concerts, sporting events and other attractions may be subject to codes, rules or regulations (collectively, "Attraction Rules") established by the venue or provider.  Failure to comply with such Attraction Rules may result in denial of admission to or removal from the event.  Other restrictions, terms and conditions may apply, and you are encouraged to contact the venue or provider for details.  By making tickets from Concierge Vendors available through the Concierge Service, Rock.com does not represent or warrant that any attendance of any corresponding concerts, sporting events or other attractions is advisable or without risk.  Rock.com has not investigated or evaluated, does not endorse, recommend or guarantee, and shall not be responsible or liable with respect to, the quality, suitability or safety of any concerts, sporting events or other attractions corresponding to tickets obtained via the Concierge Service.

                                YOU ACKNOWLEDGE THAT THE USE OR ENJOYMENT OF CONCERTS, SPORTING EVENTS, OTHER ATTRACTIONS AND RELATED TRAVEL SERVICES MADE AVAILABLE THROUGH THE CONCIERGE SERVICE MAY BE HAZARDOUS AND INHERENTLY RISKY, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME ALL RISK OF INJURY OR DEATH ARISING OUT OF OR IN CONNECTION WITH ALL SUCH CONCERTS, SPORTING EVENTS, OTHER ATTRACTIONS AND RELATED TRAVEL SERVICES.  WITHOUT LIMITING ANY OTHER LIMITATION OF LIABILITY SET FORTH IN THE TOS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ROCK.COM, ITS SERVICE PROVIDERS OR CONCIERGE VENDORS BE LIABLE TO ANY PARTY FOR ANY COSTS, EXPENSES, CLAIMS, HARM, OR DAMAGES OF ANY NATURE ARISING FROM OR IN CONNECTION WITH THE CONCIERGE SERVICE, INCLUDING WITHOUT LIMITATION:  (i) IDENTITY THEFT; (ii) ACTS, OMISSIONS, ERRORS, PERFORMANCE OR NON-PERFORMANCE, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF CONCIERGE VENDORS OR THEIR RESPECTIVE VENDORS; (iii) PERSONAL INJURY OR DEATH; (iv) DAMAGE TO, THEFT OF, OR LOSS OF, PERSONAL PROPERTY; (v) CANCELLATION, SUBSTITUTION, DELAY, POSTPONEMENT, OVERBOOKING, DOUBLE BOOKING, MODIFICATION OR CHANGE IN FARES OR RATES WITH RESPECT TO ANY EVENT, TRAVEL OR ACCOMMODATION; (vi) HAZARDOUS EVENTS OR CONDITIONS OCCURRING DURING EVENTS OR TRAVEL; OR (vii) FORCE MAJEURE OR OTHER CAUSES BEYOND THE DIRECT CONTROL OF ROCK.COM, THE CONCIERGE VENDORS OR THEIR RESPECTIVE VENDORS.  THE CONCIERGE VENDORS AND THEIR RESPECTIVE VENDORS ARE INDEPENDENT CONTRACTORS AND NOT AGENTS, AFFILIATES OR EMPLOYEES OF ROCK.COM OR ITS AFFILIATES.  IN ADDITION TO ANY LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THE TOS, IN NO EVENT WILL ROCK.COM BE LIABLE FOR ANY AMOUNTS THAT EXCEED COMMISSION AND FEE INCOME RECEIVED BY ROCK.COM IN CONNECTION WITH THE RELEVANT USER’S USE OF THE CONCIERGE SERVICE.  ROCK.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONCIERGE SERVICE OR ANY TICKETS OR SERVICES PURCHASED THROUGH IT, WHICH ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

5.                   PROPRIETARY RIGHTS IN THE SERVICE AND USER CONTENT

5.1                Proprietary Rights of Rock.com.  You acknowledge and agree that all content, data, software, code, advertisements and other materials appearing on or used in the Service, other than User Content (collectively “Service Content”), is the proprietary and/or confidential information of Rock.com, its Service Providers and/or advertisers, and is protected by applicable intellectual property and other laws.  Subject to the license granted in Section 5.2, Rock.com, its Service Providers and/or advertisers shall own and retain all right, title and interest in and to all Service Content.  Except with respect to information that is in the public domain or as expressly authorized by Rock.com, its Service Providers or advertisers, you may not (and may not authorize or sublicense a third party to) copy, modify, publish, transmit, perform, display, rent, lease, loan, sell, resell, trade, assign, grant a security interest in or otherwise transfer any right in, exploit for any commercial purpose, reverse engineer, reverse assemble or otherwise attempt to discover any source code of, create derivative works based on, or distribute the Service (excluding any User Content owned or controlled by you), your account or password,  or any Service Content, in whole or in part. 

5.2                License to Service.  Subject to the restrictions and conditions set forth in the TOS, Rock.com grants you a limited, revocable, personal, non-transferable, non-sublicenseable and non-exclusive right and license to use and display the Service Content on a single computer.  You agree not to access the Service by any means other than through the interface that is provided by Rock.com for use in accessing the Service.

5.3                License to User Content.

(a)     License to Rock.com and Service Providers.  Rock.com does not claim ownership of User Content you submit or make available for inclusion on the Service. With respect to User Content you submit or make available for inclusion in the Service, however, you grant Rock.com and its Service Providers the following unlimited, transferable, world-wide, royalty free, non-exclusive license(s), with right to grant and authorize sublicenses, as applicable:

(i)                  With respect to any music (and any data and computer files relating thereto) you submit or make available for inclusion on publicly accessible (as defined below) areas of the Indie Corner Service, the license to:  (i) use, distribute, reproduce, modify, adapt, edit, translate, reformat, publicly perform and publicly display such User Content solely for the purposes of permitting users to listen to such User Content, otherwise providing and operating the Indie Corner Service and any related service of a Service Provider, and promoting the Service and Rock.com; and (ii) publish your name in connection with such User Content.  This license exists only for as long as you elect to continue to include such User Content on the Service and will terminate at the time you remove, or Rock.com removes, such User Content from the Service.

(ii)                With respect to all other User Content you submit or make available for inclusion on publicly accessible areas of the Service (other than music submitted to the Indie Corner Service), the perpetual and irrevocable license to use, distribute, reproduce, modify, adapt, edit, translate, reformat, publish, translate, create derivative works from, publicly perform and publicly display such User Content (in whole or in part), in any format or medium now known or later developed, to provide and operate any portion of the Service and any related service of a Service Provider, and to promote and market the Service and Rock.com in any manner.  For the avoidance of doubt, any photographs or names submitted as part of the Indie Corner Service would be User Content licensed pursuant to this Section 5.3(a)(ii).

"Publicly accessible" areas of the Service are those areas of the Service and related sites and service of Service Providers that are intended by Rock.com to be available to the general public.  For the avoidance of doubt, publicly accessible areas of the Service would include message boards and portions of the Indie Corner Service, the Connections Service or the Web Hosting Service that are open to either registered users or visitors.  Publicly accessible areas of the Service would not include portions of the Service intended for private communication, however, such as the Email Service, text or instant messages, or areas outside of the Service such as portions of World Wide Web sites that are accessible through via hypertext or other links but are not hosted or served by Rock.com or its Service Providers.  No compensation will be paid with respect to the exercise of any license to your User Content.

(b)     License to Users and General Public.  With respect to User Content you submit or make available for inclusion in the Service, you grant other users of the Service and the general public a limited, personal, world-wide, royalty free, non-exclusive license to access and use such User Content solely through and in connection with use of the Service.  This license exists only for as long as you elect to continue to include such User Content on the Service and will terminate at the time you remove or Rock.com removes such User Content from the Service.

5.4                Representation and Warranties of Users Regarding Rights to User Content.  By submitting or posting User Content to the Service, you warrant and represent that:  (a) you own, have a license to, or otherwise control, the copyright and any other intellectual property, publicity or other rights to such User Content, including, without limitation, all the rights necessary for you to use, distribute, publicly display or perform, reproduce, prepare derivative works from, provide, post, upload, input or submit the User Content and grant the licenses and/or sublicenses to such User Content described in the TOS; (b) that each person depicted or described in such User Content, if any, has provided consent to the use of the User Content as set forth in the TOS, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such User Content; and (c) neither the User Content nor any license to the User Content granted herein violates or will violate any copyright, trademark, right of privacy or publicity or any other intellectual property or proprietary right of any third party.

5.5                Trademarks.  Without the prior permission of Rock.com or the relevant Service Provider, as applicable, you are not permitted to use or display any name, trademark or service mark of Rock.com or any Service Provider in any manner.  Without limitation, ROCK.COM, ROCK and THE OFFICIAL SITE OF ROCK MUSIC are trademarks and/or service marks of Rock.com.  Other trademarks appearing in the Service are the property of the respective Service Providers and other third parties.

5.6                Procedure for Making Claims of Intellectual Property Infringement.  Rock.com respects the intellectual property of others, and we ask our users to do the same.  Rock.com may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers.  If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Rock.com's copyright agent with the following information:   (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Service; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner.  Rock.com’s agent for notice of claims of copyright or other intellectual property infringement can be reached at abuse@rock.com.

6.                   ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Rock.com shall not 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 on the Service.   ALL MERCHANDISE AND SERVICES SOLD THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ALL PRODUCTS, BOTH PHYSICAL AND ELECTRONIC, AS WELL AS CONCERT TICKETS, ARE PROVIDED BY ADVERTISERS OR SERVICE PROVIDERS AND NOT ROCK.COM, REGARDLESS OF THE APPEARANCE OR BRANDING OF THE PRODUCT OFFERING OR ADVERTISEMENT ON THE SERVICE.  IF YOU DO NOT WISH TO DEAL WITH SUCH ADVERTISERS OR SERVICE PROVIDERS, DO NOT PURCHASE ANY ITEMS OR SERVICES FOR SALE ON THE SERVICE.  ROCK.COM IS NOT RESPONSIBLE FOR ANY LOSS, DAMAGE, INJURY, OR HARM THAT MAY RESULT FROM YOUR INTERACTIONS WITH ADVERTISERS OR SERVICE PROVIDERS.  NOTE THAT CONCERT TICKETS MAY ALSO BE PURCHASED BY CONTACTING THE VENUES DIRECTLY AND MAY BE AVAILABLE AT A SIGNIFICANTLY LOWER COST THAN PROVIDED BY OUR ADVERTISERS AND SERVICE PROVIDERS.

7.                   DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a)     YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.  THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE.  SPECIFICALLY, ROCK.COM AND ITS SERVICE PROVIDERS DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES, AND DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

(b)     NEITHER ROCK.COM NOR ITS SERVICE PROVIDERS MAKES ANY WARRANTY:  (i) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THAT COMMUNICATIONS AND USER SETTINGS WILL BE DELIVERED OR STORED; (iv) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (v) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (vi) THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (vii) WITH RESPECT TO ANY OTHER MATTER.

(c)     ANY SERVICE CONTENT, USER CONTENT OR OTHER 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.

(d)     NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ROCK.COM OR ITS SERVICE PROVIDERS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

(e)     NEITHER ROCK.COM NOR ITS SERVICE PROVIDERS MAKES ANY WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.

8.                   LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER ROCK.COM NOR ITS SERVICE PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, 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 PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO, OR USE OR ALTERATION OF, YOUR TRANSMISSIONS, INFORMATION OR DATA, WHETHER STORED ON ROCK.COM SERVERS OR THE SERVERS OF ANY THIRD-PARTY SERVICE PROVIDER; (iv) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY SERVICE PROVIDER, ANY THIRD PARTY ON THE SERVICE, OR ANY USER CONTENT TRANSMITTED THROUGH THE SERVICE; (v) ACCESS DELAYS OR ACCESS INTERRUPTIONS; (vi) DATA NON-DELIVERY OR DATA MIS-DELIVERY; (vii) ACTS OF GOD; (viii) THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT NUMBER, PASSWORD OR SECURITY AUTHENTICATION OPTION; (ix) ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR SERVICE(S) PROVIDED UNDER THIS AGREEMENT; (x) PROCESSING OF YOUR APPLICATION OR SERVICE CHANGES; (xi) DAMAGE TO COMPUTER HARDWARE OR SOFTWARE RESULTING FROM USE OF THE SERVICE OR ANY SERVICE CONTENT OR USER CONTENT THEREIN; OR (xii) ANY OTHER MATTER RELATING TO THE SERVICE.   THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ROCK.COM OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL THE LIABILITY  OF ROCK.COM OR ITS SERVICE PROVIDERS TO YOU ARISING UNDER OR RELATING TO THE TOS OR THE SERVICE EXCEED THE TOTAL AMOUNT OF PAYMENTS, IF ANY, ACTUALLY RECEIVED BY ROCK.COM OR ITS SERVICE PROVIDERS FROM YOU FOR THE SERVICE DURING YOUR TERM OF MEMBERSHIP.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 7 AND 8 MAY NOT APPLY TO YOU.  IN SUCH JURISDICTIONS, THE RESPECTIVE LIABILITY OF ROCK.COM AND ITS SERVICE PROVIDERS IS LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH LAW. 

9.                   INDEMNITY

You agree to defend, indemnify, and hold harmless Rock.com, its Service Providers and their respective affiliated companies, employees, contractors, officers, and directors from all liabilities, damages, claims, expenses (including attorney’s fees and court costs) and other harm arising from:  (a) your use or misuse of the Service; (b) any User Content you submit, post, transmit or make available through the Service; (c) any breach or violation by you of the TOS; or (d) or your violation of any intellectual property, right of privacy or publicity, or other right of any person or entity.  Rock.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with Rock.com at your expense in asserting any available defenses.

10.                TERMINATION

10.1            Termination by Rock.com.  Rock.com reserves the right, in its sole discretion, to terminate your access to all or part of this Service, with or without notice.  You agree that Rock.com, in its sole discretion, may terminate your use of the Service for any reason or no reason, including, without limitation, as a result of your cancellation pursuant to Section 10.2, for lack of use or if Rock.com believes that you have violated or acted inconsistently with the letter or spirit of the TOS.  Rock.com may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice.  You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice.  Further, you agree that neither Rock.com nor any Service Provider shall be liable to you or any third-party for any termination of your access to the Service.

10.2            User Cancellation of Service.  Should you object to any terms and conditions set forth in the TOS or the Rock.com Privacy Policy or any subsequent modifications thereto or become dissatisfied with the Service in any way, your sole and exclusive remedy and recourse is to discontinue immediately your use of the Service, cancel your membership and notify Rock.com of your cancellation.

10.3            Effects of Termination.  Upon termination of the Service, your right to use the Service immediately ceases and neither Rock.com nor any Service Provider shall have any obligation thereafter to forward any unread or unsent messages or any other User Content to you or any third party.  You acknowledge and agree that, upon termination of the Service, Rock.com or its Service Provider may immediately deactivate or delete your account and all User Content and related information and files in your account and/or bar any further access to such User Content, files or the Service.  You agree that, upon termination of the Service, neither Rock.com nor any Service Provider shall be liable to you or any third-party for deleting or barring further access to User Content, information and files.

11.                NOTICE

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Service or to the TOS or other matters by displaying to you notices or links to notices on the Service.  Any such email messages, displays or postings shall constitute sufficient written notice to a you and such notice will be deemed given upon initial transmission.  You may give notice to Rock.com under the TOS as provided in Section 14.

12.                 DISPUTES

12.1            Governing Law and Venue.  The construction, interpretation and performance of the TOS and all transactions related thereto shall be governed by and construed in all respects in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law thereof.  You irrevocably consent to venue in Orange County, California, and you agree that any mediation, arbitration, action or lawsuit arising under this Agreement or relating to the subject matter thereof shall be maintained in Orange County, California.  You agree that, regardless of any statute or law to the contrary, any dispute or claim arising out of or related to use of this Service provided by Rock.com or otherwise arising out of or related to the provisions and conditions of the TOS, must be asserted within one (1) year after such claim or cause of action first arose or shall be forever barred.

12.2            Dispute Resolution.  Except where expressly indicated to the contrary in the TOS, any dispute, claim or controversy arising out of or relating to the TOS, or breach of the TOS, shall be resolved in accordance with the dispute resolution procedure set forth below:

(a)     The parties will attempt in good faith to resolve through negotiation any such dispute, claim, controversy arising of or relating to the TOS or breach of the TOS.  Either party may initiate negotiations by providing written notice in letter form to the other party setting forth the subject of the dispute and the relief requested.  Within fifteen (15) days after receipt of said notice (or such longer period as may be agreed to by the parties), the receiving party shall submit to the other party a written response.  The notice and response shall include (i) a general statement of the party’s position, and (ii) recommended solution to the dispute.

(b)     If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within fifteen (15) days of the date of receipt of the notice and response in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.  All such communications, correspondence, proposals and recommendations are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use as aforesaid.       

(c)     If the dispute is not resolved by these negotiations, then the parties agree that the dispute shall be submitted to the CPR International Institute for Conflict Prevention and Resolution (the “CPR”), or its successor, for mediation in accordance with the Model Procedure for Mediation of Business Disputes (or successor procedure).  The parties will cooperate with the CPR and with one another in selecting a mediator from the CPR’s panel of neutrals, and in scheduling the mediation proceedings.  The parties agree that they will participate in the mediation in good faith, and that they will share equally in the costs of utilizing the CPR.  All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any CPR employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

(d)     Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for final and binding arbitration at any time following the initial mediation session or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first.  The mediation may continue after the commencement of arbitration if the parties so desire.  Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case.  The provisions of this section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys fees, to be paid by the party against whom an order of enforcement is obtained.

(e)     If the matter has not been resolved pursuant to the aforementioned mediation procedure within sixty (60) days of the initiation of such procedure, except where such time has been extended by mutual consent of the parties in writing, then the controversy shall be resolved by arbitration in accordance with the CPR’s Rules for Non Administered Arbitration of Business Disputes, or successor rules (the “Rules”), by a sole arbitrator.  The arbitrator shall be selected by agreement of the parties in accordance with such Rules.  The parties will cooperate in good faith with the CPR and with one another in selecting the sole arbitrator, and in scheduling the arbitration.

(f)      The parties further agree that they will participate in the arbitration in good faith.  The parties agree that the arbitrator shall not be empowered to award damages in excess of compensatory damages, and each party irrevocably waives all rights to recover such non-compensatory damages with respect to any dispute resolved by arbitration hereunder.  The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16 (or successor statute), and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  The provisions of this section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom an order of enforcement is obtained.

(g)     By entering into the TOS, the parties expressly agree to have all such disputes, claims or, controversies arising out of or relating to the TOS or the breach of the TOS decided by neutral arbitration, and they each hereby agree to give up any rights they might possess to have those matters litigated in a court or jury trial.  By entering into the TOS, the parties give up their judicial rights to discovery and appeal, except to the extent that they are specifically provided for under the TOS or the CPR’s Rules.  If a party refuses to submit to arbitration after agreeing to this provision, it may be compelled to arbitrate under federal or state law.  Notwithstanding anything to the contrary set forth in this Section 12.2, Rock.com may immediately apply to any court of competent jurisdiction for injunctive or equitable relief, without any need to pursue mediation or arbitration, in the event of any breach of its site security or intellectual property rights.

13.                 MISCELLANEOUS

The TOS is personal to you, and you may not assign the TOS or any right or obligation hereunder.  Any such assignment is null and void.  The TOS, together with Rock.com’s Privacy Policy and posted special guidelines or rules applicable the Service, if any, constitute the entire agreement between you and Rock.com and govern your use of the Service, superseding any prior agreements between you and Rock.com.  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; provided, however, that such terms and conditions are solely between you and such third parties and are not part of the TOS.  The failure of Rock.com to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.  If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.  The section titles in the TOS are for convenience only and have no legal or contractual effect.

14.                VIOLATIONS

Please report any violations of the TOS to abuse@rock.com.

15.                ADDITIONAL INFORMATION

If you have any questions about the Terms of Service, the practices of Rock.com, or your dealings with this Web site, please contact us at info@Rock.com or:

Rock.com, Inc.

23046 Avenida de la Carlota

Suite 600

Laguna Hills, CA 92653

Effective Date:  October 1, 2006