1. Binding Agreement. These Terms and Conditions, otherwise known as a Click-Through/End-User License Agreement (“EULA”) constitute a legal contract between you and/or your organization (“You”) and GearDemo, Inc. (“GearDemo”). You agree and signify Your assent to be bound by the terms of this EULA by doing any of the following: (a) clicking or checking the “I accept” box at the end of this agreement; or, (b) initiating a download of any video or music from the GearDemo Web site (“the Web site”). This EULA will be effective immediately upon You taking any of the actions listed above. If You do not agree to the terms of this EULA, do not take any of the above listed actions and promptly destroy and/or delete any file containing music or any video You obtained through the Web site.

2. Sale of specific music or video copy and not a sale or license of intellectual property. Through Your download of any music from the Web site or purchase of any video from the Web site, whether that purchase entitles You to download the video or watch the video through the Web site, You are not being granted a license of any type to use, perform, or copy the music or video in any way that would infringe the rights of the copyright holder of that video or music. Moreover, no intellectual property is transferred to You in any way through Your download or purchase of any music or video. The only right that You have as a result of Your purchase of any music download is the ability to listen to the music personally (that is, You may make private performances of the music for Yourself, but You may not make any public performances, as defined by the Copyright Act, or copies, beyond one back-up copy for Your personal use). The only right that You have as a result of Your purchase of any video download or purchase of the ability to view videos on the Web site is the right to watch the videos personally (again, You may make private performances of the video for Yourself, but You may not make any public performances, as defined by the Copyright Act, or copies, beyond one back-up copy for Your personal use). You may not make copies or performances of any music or video You obtained through the Web site other than those copies or performances specifically contemplated by this paragraph. You may not create any derivative works based on any music or video You obtained through the Web site.

3. Fees. You agree to pay the fees for downloading, viewing and/or using the music or videos according to the schedule of fees detailed on the Web site. Such schedule of fees is hereby incorporated by reference.

4. Limitation of Liability. You agree that GearDemo’s total liability to You and any other party for any loss, damages or penalties resulting from any claims, demands, lawsuits or other causes of action arising from Your use of the Music or Videos shall be limited to the fee You have paid to GearDemo for the use, purchase, performing, or viewing of the Music or Video. You agree that GearDemo is not responsible or liable for, and You agree to hold GearDemo harmless for, any indirect, incidental, consequential, special, punitive or exemplary damages or lost profits resulting from Your use of the music or video, regardless of whether You have informed GearDemo of the possibility of such damages or lost profits.

5. Intellectual Property Rights. You acknowledge and agree that GearDemo owns and/or controls all rights and interests in the videos on the Web site and is a proper licensee of the music on the Web site and that the music and the videos are protected under the Copyright Act of the United States as well as all other countries in which You may download, use, perform, view or listen to the music or videos. This EULA does not convey to You any rights or any interest in any of the music or videos or any other GearDemo intellectual property whatsoever. Furthermore, You agree to make GearDemo aware of any infringement of the music or videos You believe is taking place by any person or entity in the world to the extent You gain knowledge of such activity.

6. No Copying of Anything on the GearDemo Web Site. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Web site is owned, controlled or licensed by or to GearDemo, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in these Terms of Use, no part of the Web site and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without GearDemo’s express prior written consent.

7. Copyright Protections. You agree that You will not try to circumvent any copyright protections on any of the music or videos.

8. Your Use of the GearDemo Web Site. You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Web site or any “Content” (including Music or Videos), or in any way reproduce or circumvent the navigational structure or presentation of the Web site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Web site. You may not attempt to gain unauthorized access to any portion or feature of the Web site, or any other systems or networks connected to the Web site or to any GearDemo server, or to any of the services offered on or through the Web site, by hacking, password “mining” or any other illegitimate means. You may not probe, scan or test the vulnerability of the Web site or any network connected to the Web site, nor breach the security or authentication measures on the Web site or any network connected to the Web site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Web site, or any other customer of GearDemo, including any GearDemo account not owned by You, to its source, or exploit the Web site or any service or information made available or offered by or through the Web site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information, as provided for by the Web site. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Web site or any transaction being conducted on the Web site, or with any other person’s use of the Web site. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to GearDemo on or through the Web site or any service offered on or through the Web site. You may not pretend that You are, or that You represent, someone else, or impersonate any other individual or entity. You may not use the Web site or any Content for any purpose that is unlawful or prohibited by this EULA, or to solicit the performance of any illegal activity or other activity which infringes the rights of GearDemo or others.

9. Unauthorized Use.  Without limiting GearDemo’s rights with respect to the music or videos, all of which are specifically reserved, unauthorized use of these videos or music constitutes copyright infringement and shall entitle GearDemo and/or its partners and affiliates, as well as any additional copyright owners of the music or videos, to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages and legal fees and costs. The foregoing is not a limiting statement of GearDemo’s rights or remedies in connection with any unauthorized use.

10. GearDemo Trademarks. Other than with GearDemo’s explicit, written permission, You may not use the trademarks or service marks of GearDemo without GearDemo’s prior written consent.

11. Indemnification. You accept full legal responsibility for all of Your uses of the music and videos. You agree to hold harmless and indemnify GearDemo for any and all demands, claims, legal action and damages, including all of GearDemo’s reasonable attorney’s fees and costs incurred by GearDemo that may arise out of Your use of the music and videos, including without limitation, claims that You have made illegal copies, performances, uses, distributions or derivative works. You further agree to reimburse GearDemo for all reasonable attorney’s fees and costs incurred by GearDemo as a result of any subpoena, third party discovery request, or formal or informal legal inquiry to GearDemo arising from Your use of the music and videos. In any legal action regarding the enforcement of this provision, GearDemo shall be entitled to recover from You all of its attorney’s fees and costs if GearDemo prevails in such a legal proceeding.

12. Videos and Music Sold or Licensed As-Is with No Warranty. While GearDemo believes that it has all intellectual property and clearance rights necessary to grant this EULA, You agree that GearDemo will not indemnify You for any demands, claims, legal action and damages that are brought against You for any uses You make of the music or videos, including any claims that any use of the music or videos constitutes copyright infringement or infringements on the rights of publicity or privacy. Nor will GearDemo reimburse You for any attorney’s fees You incur due to such actions. You agree that GearDemo licenses the music or video to You or sells a download copy of the music or video to You on an as-is basis with no promise of warranty whatsoever.

13. No Representations on Appropriateness of Subject Matter. GearDemo makes no representations or warranties with respect to the subject matter of any music or video or underlying rights to proprietary material depicted within any video. GearDemo makes no representation or warranty as to the accuracy of any information provided within the videos. You are responsible for any actions or ramifications that occur due to Your following of any of the advice on any video. You also agree that GearDemo is not liable to You to the extent anything on or in any of the music or videos is false, offensive or inappropriate in any way.

14. Governing Law. You agree that in all disputes arising out of use of the Clips, this EULA shall be construed under the laws of the Commonwealth of Virginia in the United States and that if there is a dispute wherein GearDemo claims that You are engaging in Copyright infringement of any GearDemo or GearDemo-controlled clips, that such a dispute shall be construed under the Copyright Act of the United States. You consent to the jurisdiction and venue of any state or federal court with original jurisdiction over the Commonwealth of Virginia (within 50 miles of the District of Columbia) or the District of Columbia upon service of process made in accordance with the statutes of the Commonwealth of Virginia or the District of Columbia (depending on the location of the Court) and the United States. You further agree that any and all causes of action hereunder by and between You and GearDemo shall be brought solely within the state and federal courts having original jurisdiction over the Commonwealth of Virginia (within 50 miles of the District of Columbia) or the District of Columbia.

15. Severability. If any portion of this EULA shall be declared void, voidable, or unenforceable by a court of competent jurisdiction, such declaration shall have no effect on the remainder of this EULA.

16. No Waiver. The failure of GearDemo to enforce any rights granted hereunder or to take action against You in the event of any breach of this EULA shall not be deemed a waiver by GearDemo as to subsequent enforcement of rights or subsequent actions in the event of future breach

17. Term and Termination. This EULA is effective upon Your acceptance as described in paragraph 1 above, and shall continue until terminated. GearDemo may terminate this EULA if You breach any term of this EULA. Such termination will become effective immediately upon Your breach of the EULA. Termination of this EULA shall not relieve You of Your obligation to pay any fees due to GearDemo or any of your other obligations set forth under this Agreement, including without limitation, agreements as to applicable law, venue, and the interpretation of this Agreement.

18. No Oral Modification. This EULA may not be modified orally. Any modification, supplement or codicil to this EULA must be made in writing and signed by You and an authorized agent of GearDemo. However, to the extent You send GearDemo a purchase order or similar document, that document shall not modify this EULA even if signed by GearDemo.

19. Miscellaneous. You acknowledge that You have read this EULA and understand it and agree to be bound by all its terms and conditions. You further agree that this EULA constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This EULA will inure to the benefit of any successors in interest to GearDemo or companies that purchase the assets of GearDemo.

20. No Assignment. While the obligations of this EULA are binding upon the parties and their successors, You agree that You will not and may not assign or transfer this EULA or the rights hereunder in any manner without GearDemo’s prior written consent.

21. Changes and Notices. GearDemo reserves the right, at its sole discretion, to change, modify, add or remove portions of this EULA, at any time. It is Your responsibility to check this EULA and all Terms of Use periodically for changes. Your continued use of the Web site following the posting of changes will mean that You accept and agree to the changes. As long as You comply with this EULA, GearDemo grants You a personal, non-exclusive, non-transferable, limited privilege to enter and use the Web site. You agree that You may receive all notices via the email address that You have provided to GearDemo and that the sending of such email by GearDemo to that address will constitute a valid notice under this EULA whether or not delivery has been confirmed. You are solely responsible for providing GearDemo with a valid email address should You wish the email address to which GearDemo should send notices changes.

22. Headings. The captions and headings used in this EULA are inserted for convenience only and shall not affect the meaning or interpretation of this EULA