Last modified: October 11, 2007

This agreement (the "Agreement"), entered into by and between you and Thwak!, Inc. ("Thwak!") shall provide you with the opportunity to access Thwak!'s proprietary website at www.thwakit.com (the "Site"), where you can preview musical compositions and other sound recordings (the "Music"). Thwak! is providing you with this opportunity to access and listen to the Music (the "Audition") on its Site solely for the possible licensing of such Music for commercials produced by the North American advertising industry.

1. TERMS AND CONDITIONS.

1. The terms and conditions listed herein (the "Terms and Conditions") shall govern your use of Thwak!'s technology and the use of the content available on the Site. By using the Site, you, your employees, agents, and those other persons (all of whom shall be included in any reference to “you” under this paragraph 1(a)) using the Site through your facilities or otherwise, are deemed to have agreed to these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not access the Site as an authorized subscriber. In addition, your right to download the Music is conditioned upon your prior acceptance of these Terms and Conditions, which shall include Thwak!’s privacy policy, which is hereby incorporated by reference.
2. Thwak! reserves the right to make modifications to these Terms and Conditions at any time without notice. You will be deemed to have agreed to such terms by your continued use of the Site.
3. Notwithstanding any other provision of this Agreement, Thwak! and its licensors reserve the right, for any reason, in their sole discretion and at any time, to change, suspend, remove, or disable access to any Music, content, or other materials comprising a part of the Site at any time without notice. In no event will Thwak! be liable for the removal of or disabling of access to any Music, content or materials under this Agreement. Thwak! may also impose limits on the use of or access to certain features or portions of the Site, in any case and without notice or liability.
4. This Agreement and your right to access the Site is personal to you and may not be transferred, assigned or delegated to anyone else. Any attempt to do so shall be null and void and shall cause Thwak! to terminate your account and your access to the Site will be denied.

2. LIMITED USE LICENSE.
The Music provided on the Site shall be provided in the mp3 format or such other format as Thwak! determines, in its sole discretion. The Music may also be encrypted as Thwak! determines, in its sole discretion. As a subscriber, Thwak! may allow you to download the Music to your computer hard drive and to copy such downloaded Music to other devices for the Auditions as defined herein. You understand and agree that this Agreement is not and shall not be deemed a synchronization license, master use license, or public performance license and that you are not granted any rights in the Music nor is any grant of rights implied by your use of the Site except as this Agreement may otherwise expressly provide. Licenses for broadcast or any other commercial uses may only be granted by the copyright owners of the Music or their respective authorized representative(s), which, may, in most cases, be Thwak!.

3. SUBSCRIBING TO THE WEBSITE.
(a) In order to subscribe to the Site, you must provide Thwak! with certain identifying information about yourself, which may include, but will not necessarily be limited to, the name of your company, your company title or position, your contact information, such as your e-mail address, mailing address, telephone number, etc. You will also be asked to select a login/user name. In addition to creating a user account on the Site, you may also call Thwak! (at (212) 937-5177) and have Thwak! assist you in creating a user account. It is your responsibility to provide Thwak! with complete and accurate information and to regularly update such information; failure to do so may constitute a breach of this Agreement, and Thwak! may thereafter immediately suspend or terminate your account.

(b) As a subscriber you may not: (i) select or use another subscriber’s screen name or password, without authorization and/or with the intent to impersonate that subscriber or otherwise engage in fraudulent activities; or (ii) use a screen name that Thwak!, in its sole discretion, deems offensive or otherwise inappropriate. You shall be obligated to confirm your registration via e-mail or such other method as Thwak! may determine, in its sole discretion.

4. PROTECTION OF THWAK!’S RIGHTS

(a) You agree that the Site, including, but not limited to, graphics, audio clips, and editorial content, contains proprietary information and material that is owned by Thwak! and/or Thwak!’s licensors, and is protected by applicable intellectual property and other laws, including, but not limited to, copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Site in compliance with the Terms and Conditions of this Agreement.

(b) Thwak!, the Thwak! logo, the Site, and other Thwak! trademarks, service marks, graphics, and logos used in connection with the Site are trademarks or registered trademarks of Thwak!, Inc. in the United States and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Site may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

5. SECURITY; UNAUTHORIZED USES
(a) You are solely and entirely responsible for maintaining the confidentiality of your screen name and password and shall be responsible for any damages incurred by Thwak!, its licensors, licensees or others occurring as a result of your failure to properly maintain such confidentiality.

(b) As a subscriber to the Site, you are solely and entirely responsible for all usage or activity on your account. You shall use all good faith, reasonable efforts to prevent the unauthorized use of the Site, and you shall notify Thwak! immediately of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your screen name and/or password. Your failure to do so may result in Thwak! terminating your account.

(c) You shall also promptly notify Thwak! in writing upon your discovery of any unauthorized use or infringement of the Music or any of Thwak!’s or its licensor’s rights, including, but not limited to, copyright, trademark, trade secret, patent or other intellectual property rights. Thwak! expressly disclaims any and all responsibility or liability for any action by you that is contrary to any law(s) protecting the Music and other material available on the Site, including, but not limited to, the Music. If you engage in any fraudulent, unauthorized or illegal activity, including, but not limited to, the unauthorized use of any Music for any purpose other than an Audition, Thwak! may immediately terminate your account, in its sole discretion. In addition, Thwak!, its agents, attorneys, licensors, assignees, or licensees may refer you to the appropriate law enforcement agency or agencies and/or take such other action(s) as it or they may deem necessary or appropriate.

6. TERMINATION OF ACCOUNT.
(a) By You. You may request that Thwak! terminate your account at any time by sending an e-mail to accounts@thwakit.com, or by calling us directly at (212) 937-5177. Upon its receipt of your request, Thwak! will thereafter terminate your account and will send you confirmation via e-mail that the request was received and that your account has been terminated. Your will thereafter no longer have access to the Site as a subscriber.

(b) By Thwak!. Thwak! may terminate, limit or suspend your access to all or any part of the Site in its sole discretion for any reason whatsoever, including, without limitation, your breach of this Agreement and/or your attempted assignment of your subscription to the Site in contravention of the Terms and Conditions of this Agreement.

7. TECHNOLOGY ISSUES.
(a) You acknowledge and agree that in connection with your use of the Site, you must: (i) provide for your own access to the World Wide Web and pay any service fees (if any) associated with such access; and (ii) provide any and all equipment necessary for you to make such connection to the World Wide Web. Thwak! shall not be responsible for any malfunctions, errors, crashes or other adverse events that may occur from your use of Site (inclusive of any and all software).

(b) Thwak! will make reasonable efforts to keep your account and the service(s) offered on the Site operational. However, from time to time, certain technical difficulties may result in temporary interruptions. Thwak! will make reasonable efforts to notify you in advance of any significant downtime that it anticipates. Thwak! also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Site with or without notice to you.

8. YOUR REPRESENTATIONS, WARRANTIES AND INDEMNITIES.
(a) You warrant, represent and agree that you shall not: impersonate or misrepresent your affiliation with any other person or entity; post, publish, transmit, reproduce, distribute or in any way exploit the Site or any of the Music or other content, graphics, sounds, information or other material obtained on, through or derived from the Site for any purpose (whether commercial or private) other than for the Audition(s) permitted hereunder; attempt to reverse engineer or otherwise dismantle any or all of any software and/or other intellectual property maintained or otherwise found on the Site; attempt to gain unauthorized access to the Site or other computer systems through the Site (i.e., "hack"); or gather, harvest, "data mine," collect or store information about the users or content of the Website (other than "bookmarking” the Site as that term is commonly understood).

(b) You hereby agree that you shall indemnify, defend and hold Thwak! and its respective licensors, licensees, affiliates and all of its respective officers, directors, owners, attorneys, and agents (the “Indemnified Parties”), harmless from and against any and all liability and costs (including reasonable attorney fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach or alleged breach by you, or any user of your account, of the Terms and Conditions or any of the foregoing representations and warranties, or the use or misuse of the Site for any purpose other than the Audition(s) of the Music in accordance with the Terms and Conditions. You shall cooperate as fully as required in the defense of any such claim. Thwak! reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder.

9. THWAK!’S LIABILITY.
(a) The Site is provided on an "as is" basis. Thwak! makes no representations or warranties of any kind and expressly disclaims any representations or warranties regarding the Site's availability, accuracy, usefulness or content, and does not make any warranties of title, non-infringement, merchantability or fitness for a particular purpose. Thwak! does not warrant and expressly disclaims any representations or warranties that (i) the Site or the content or services available herein will be timely, secure, uninterrupted or error free, or that defects will be corrected, and (ii) the Site will meet its users' requirements. Thwak! shall have absolutely no liability in connection with the services offered on the Site including, without limitation, any liability for damage to your computer hardware, data, information and business resulting from your use of the Site or any information or material contained therein. No advice, results or information, whether oral or written, obtained by you from Thwak! or through the Site shall create any warranty not expressly made herein. If you are dissatisfied with the Site, your sole remedy is to discontinue using the Site.

(b) In no event shall Thwak!, or any of its directors, officers, employees, agents, attorneys, affiliates or content or service providers be liable for any indirect, special, incidental, consequential, exemplary or punitive damages arising from or directly or indirectly related to the use of, or the inability to use, the Site or the Music, materials, content or functions related thereto, including, without limitation, loss of revenue or anticipated profits, or lost business, data or sales, if Thwak! or its representatives have been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to certain users.

10. PRIVACY POLICY.
Thwak! respects your privacy and the use and protection of your “Personal Information” (as defined in the Privacy Policy). Please see our Privacy Policy for important information and disclosures relating to the collection and use of your Personal Information in connection with your use of the Site.

11. CONFIDENTIALITY.
Thwak! currently uses industry-standard technology and security procedures to maintain the confidentiality and accuracy of the information you provide and to prevent against its loss or misuse. Although no data transmission over the internet can be guaranteed to be 100% secure, and although great care will be exercised to provide a secure transmission, Thwak! cannot guarantee that the Personal Information you submit will be free from unauthorized third party intrusion. You therefore understand and agree that all information you submit to Thwak! is done so at your own risk.

12. LINKS TO OTHER WEB SITES.
The Site may contain links to other related internet web sites, resources, sponsors, affiliates and other unrelated third parties of Thwak!. Thwak! is not responsible for the availability of these third party web sites or their content, and Thwak! is neither a sponsor, partner, promoter nor publisher of such web sites or their content. Thwak! does not intend links to any such websites to be referrals or endorsements of the linked websites. Such links are provided, if at all, for convenience only. Subscribers should direct any concerns regarding any external link to the web site administrator or webmaster of such other web site.

13. APPLICABLE LAWS.
You agree that the laws of the state of New York shall govern these Terms and Conditions. Please note that your use of the Site may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Thwak!, or relating in any way to your use of the Site, resides in the courts of New York, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of New York, in connection with any such dispute and including any claim involving Thwak! or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. The Site is operated and controlled from offices and location(s) in the United States of America. Any and all licenses for material must be made directly with Thwak! in writing. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

14. MISCELLANEOUS.
No delay or failure to take action under this Agreement shall constitute any waiver by Thwak! of any provision of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted, and the remaining provisions will continue in full force and effect.

15. ENTIRE AGREEMENT.
This Agreement constitutes the complete and exclusive agreement between Thwak! and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.