|| Last Updated: SEPTEMBER 16, 2014

TERMS OF USE FOR PUBLIC PORTIONS OF HFA ONLINE INCLUDING UNREGISTERED USERS OF SONGFILE® AND REGISTERED USERS OF SONGFILE® AND ESYNCH®

PLEASE READ THESE TERMS OF USE CAREFULLY. These Terms of Use ("Public Terms of Use") govern the access to and use by individuals and organizations ("General Users") of those portions of HFA Online (as defined below) that are intended to be and are made available to the general public (collectively, the "Public Portions") (as opposed to those portions of HFA Online that are intended to be and are made available only to Registered Users (as defined below) ("Non-Public Portions")). "HFA Online," as used herein, collectively refers to all services, features and the Materials (as defined below) made available through or in connection with the online facilities of The Harry Fox Agency, Inc. ("HFA"), including without limitation, the Public Portions of the HarryFox.com website and the specific applications associated with the Public Portions, including the Songfile® licensing application ("Songfile") (sometimes also referred to as "Limited Quantity Licensing") and the eSynch® licensing application (“eSynch”) (Songfile and eSynch, separately or taken together, sometimes also referred to as “Limited Quantity Licensing”). These Public Terms of Use are in addition to and supplement any terms or conditions governing use of any such specific services, features or Materials, including specific instructions provided in connection with any feature or service of the Public Portions. The word "you" as used herein refers, as applicable, to General Users and any organizations they may represent. INTRODUCTION. If you are a General User of HFA Online, by visiting the Public Portions or using features or services made available through the Public Portions, and, with respect to Songfile and eSynch in particular, by clicking on the button marked "Accept" below these Public Terms of Use to obtain access to Songfile and eSynch (allowing you to become a "Songfile/eSynch User" (as defined below)), you are acknowledging and accepting these Public Terms of Use and entering into an agreement with HFA on your own behalf and on behalf of the organization you represent, if applicable, to be bound by these Public Terms of Use ("Agreement"). You represent and agree that (1) you have had an opportunity to review these Public Terms of Use; (2) your use of the Public Portions will be governed by these Public Terms of Use; (3) you have had an opportunity to review our Privacy Policy, at www.HarryFox.com, and you accept the terms thereof; (4) HFA may, from time to time, change, add or delete any content, style, functionality, accessibility, appearance or use of the Public Portions or any feature thereof, or shut down the Public Portions entirely, with or without notice; and (5) HFA may, from time to time, amend these Public Terms of Use by posting the amended terms, at www.HarryFox.com and your use of the Public Portions following any such amendment will constitute your further agreement to follow and be bound by the Public Terms of Use as amended. The date of HFA's last amendment of these Public Terms of Use appears in the upper right hand portion of this page. Prospective Songfile/eSynch Users should be sure to read through these Public Terms of Use carefully before clicking "Accept." (If you click on the button marked "Decline," you are indicating that you do not wish to enter into the Agreement with HFA, and you will, therefore, be unable to access Songfile and eSynch and should no longer access any other area of HFA Online.) PURPOSE OF PUBLIC PORTIONS OF HFA ONLINE. The Public Portions provide General Users with a source of information regarding the licensing of music and services available through HFA, as well as the ability to request mechanical licenses for the use of music through our Songfile licensing facility and synchronization licenses for the use of music through our eSynch licensing facility. HFA may from time to time offer such other services through the Public Portions as HFA may determine in its discretion. If you wish to obtain more information about HFA, Songfile, or eSynch, please contact HFA's Client Services Department at clientservices@HarryFox.com. PUBLIC LICENSE; LIMITATIONS. Limited License to the Public Portions. Upon your entering into the Agreement described above, and subject to your full compliance with these Public Terms of Use, HFA grants to you a non-exclusive, nontransferable, revocable, non-sublicensable, limited license (the "Public License") to access and make use of the Public Portions, including the Materials (as defined below) to the extent such Materials are provided and made accessible by HFA through the Public Portions (the "Public Materials"). The "Materials," as used herein, collectively refers to any text, database associated with HFA Online ("Database"), software provided by HFA to facilitate use of any aspect of HFA Online ("Associated Software"), text, graphic, logo, image, illustration, design, icon, digital download, data compilation, article, document, product, branding, function, layout, service or written or other material that is part of HFA Online. You may use the Public Materials solely as provided in these Public Terms of Use, and solely to the extent necessary and appropriate for your authorized use of the Public Portions or as expressly authorized in writing by HFA, its licensors or suppliers. You acknowledge that you do not acquire any ownership or intellectual property rights by using the Public Portions or the Public Materials. HFA may terminate or limit the Public License and terminate or limit your access to HFA Online at any time, including without limitation for any breach of these Public Terms of Use, with or without notice. Limitations on Use. Subject to the provisions set forth below under "Submissions and Third-Party Content " you may not copy, reproduce, republish, sell, upload, download, extract, reverse engineer, modify, reformat, reconfigure, extract, post, transmit or distribute the Public Portions (including the Public Materials), or any portion thereof, without the express written permission of HFA. You may not use data mining, robots or intelligent agents, or similar data gathering and extraction tools on the Public Portions. You may not use or redistribute any of the Public Materials on any other website or networked computer environment or otherwise for any purpose. You may not frame or utilize framing technology to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of HFA. You may not use the Public Portions, the Public Materials or other parts of the Public Portions for any unlawful purpose. Except as expressly provided herein, you may not restrict or inhibit any other visitor from using any aspect of the Public Portions or the Public Materials, including, without limitation, by means of "hacking" or defacing any portion of same. Any use of the Public Portions or the Public Materials for purposes other than those described in and contemplated by these Public Terms of Use is strictly prohibited. Access to and use of the Associated Software made available through the Public Portions ("Public Associated Software") is conditioned on acceptance of and compliance with any additional terms and conditions that may apply, including without limitation any license agreements with third parties. No Right or License in Musical Compositions. The limited Public License granted to you by these Public Terms of Use shall in no way be deemed to grant to you any right or license in or to any musical composition available for licensing through the Public Portions. Certain licenses for the use of musical compositions represented by HFA may be requested through the Public Portions, in accordance with the procedures, terms and conditions disclosed in connection with and governing the applicable licensing facility, such as Songfile or eSynch. No license request received through the Public Portions shall result in a valid and enforceable license except according to the terms and conditions prescribed by HFA. Any alteration of a license form from that provided by HFA will render it invalid. No Authority to Use Non-Public Portions of HFA Online. Only individuals authorized by HFA and authorized individuals acting on behalf of individual music publisher organizations currently affiliated with HFA (including any related and administered publishing companies represented by or through such organizations) ("Publishers") or acting on behalf of individual licensee organizations for which HFA has established and currently maintains an HFA licensing account (including any related and administered music companies represented by or through such organizations) ("Licensees") and who have been assigned a currently valid username and password for the Non-Public Portions may access and use the Non-Public Portions (each, a "Registered User"). As a General User, you are not authorized to access the Non-Public Portions of HFA Online (unless you are also a Registered User). ACCESS AND AUTHORITY TO USE SONGFILE AND ESYNCH. Access. Only those individuals who have clicked on "Accept" to accept these Public Terms of Use and who have obtained a currently valid username and password to use Songfile and eSynch (thus becoming "Songfile/eSynch Users") may access and use the Songfile or eSynch licensing facility. As a condition precedent to accessing Songfile and eSynch and obtaining licenses through Songfile and eSynch, respectively, you represent and warrant that you and any organizations you purport to represent, including such organizations' affiliates, (collectively "Your Represented Organizations") are in good standing with HFA and that Your Represented Organizations' privilege(s) of obtaining licenses from HFA through other means or licensing applications has not been revoked, terminated, suspended or placed on hold. In the event that any of Your Represented Organizations are not in good standing with HFA or Your Represented Organizations' privilege(s) of obtaining licenses from HFA through other means or licensing applications has been revoked, terminated, suspended or placed on hold, you agree that any licenses obtained through Songfile and eSynch are void ab initio and of no force or effect. Songfile and eSynch, like other areas of HFA Online, are not intended for, and are not to be accessed by, minors. Your Songfile and eSynch Username and Password. You agree to use your Songfile and eSynch username and password and access to Songfile or eSynch only to conduct business on behalf of yourself or, if applicable, the organization you represent. You further agree that you will not transfer, assign or sell your username or password to any other person, even within your organization, or permit the use thereof by anyone else under any circumstance. HFA will not be liable in the event of the loss of a username or password or the misuse by anyone of a username or password. It is your sole responsibility to secure and maintain your username and password and to keep current any personal or business information provided to HFA. You agree that you will (1) log out and close down access to Songfile at the end of each Songfile session; (2) log out and close down access to eSynch at the end of each eSynch session; and (3) immediately notify HFA of your loss, or any unauthorized use of, your username and/or password, or any other breach of security. You have the option to change your password as often as you wish by creating a new password. It is recommended that you change your password at least once every 60 days. Deactivation of Songfile/eSynch Users. HFA has the right to deactivate you as a Songfile/eSynch User at any time for any reason, including without limitation for the reason that there is reason to believe that you have violated or will violate these Public Terms of Use. Upon any deactivation of your Songfile or eSynch privileges by HFA, your Public License to use the Songfile and the eSynch licensing facility will both automatically terminate and you agree that you will cease use of both Songfile and eSynch immediately. Authority to Transact Business Through Songfile and eSynch. By accessing and conducting transactions through Songfile and eSynch, each Songfile/eSynch User is representing and agreeing that such Songfile/eSynch User has the full right and authority to engage in such transactions, including without limitation any associated credit card transactions, and to enter into binding licensing and other agreements, on such Songfile/eSynch User's own behalf and/or on behalf of any organization such Songfile/eSynch User purports to represent in connection with such transactions, and assumes full responsibility for all such transactions and agreements. Each Songfile/eSynch User further represents and agrees that such Songfile/eSynch User will review all license terms that will govern the license(s) requested by such Songfile/eSynch User through Songfile or eSynch, as applicable (sometimes referred to as a "sample license"). As an eSynch User, you are entitled to access streams of songs made available on eSynch but you may not download, copy, forward or make any other use of a song unless you are expressly authorized to do so by HFA. Songs streamed and downloaded from eSynch may only be used for testing, presentation and/or research with a view to possible usage by you in the audio-visual productions specified in your eSynch License Agreement. ADDITIONAL TERMS AND CONDITIONS RELATING TO PARTICULAR SERVICES AND TRANSACTIONS. As will be set forth and as applicable throughout the Public Portions, there may be additional terms, conditions and limitations applicable to particular services and transactions conducted through the Public Portions. The additional terms, conditions and limitations are supplemental to and apply in addition to these Public Terms of Use. CHANGES TO LICENSES. From time to time, a license requested to be issued or issued through the Public Portions may be updated or amended as a result of changes in the respective licensing interests and/or HFA representation. In addition, HFA reserves the right to amend or void a license in the event that HFA determines such license to have been improperly issued, issued on the basis of a false, misleading or otherwise improper application and/or issued to a party not eligible to obtain licenses through HFA. CHANGES TO ORGANIZATION'S RELATED ENTITIES. In some cases HFA may be notified of a change in the particular entities or catalogs owned or administered by, or related to, a Publisher. HFA reserves the right to make appropriate changes to its Databases and ongoing licensing practices to reflect such a change in relationship. For example and without limitation, in the case where a Publisher is acquired or becomes administered by another Publisher that acts as a "top level" Publisher (i.e., controlling organization) according to HFA's records, certain licensing authorizations of the newly acquired or administered Publisher may be adjusted to reflect the licensing authorizations of the "top level" Publisher. ELECTRONIC COMMUNICATION AND TRANSACTION OF BUSINESS. By visiting the Public Portions, utilizing features made available through the Public Portions, or emailing HFA, you consent to receive communications from HFA electronically and to have HFA communicate with you by email or by posting notices on the Public Portions (subject to HFA's Privacy Policy). You agree that all agreements, licenses, notices, disclosures and other documents and communications that HFA provides to you electronically satisfy any legal requirement that such documents or communications be in writing, and that such documents and communications are of the same legal effect as though they had been provided in non-electronic (hard copy) form. You further agree that, to the extent contemplated and permitted by the Public Portions, you and/or other users of the Public Portions with which you are transacting business may review, accept and enter into binding agreements, including licenses, by electronic means without the requirement of a signature. USE OF APPLETS. Use of certain applications and functionalities available through HFA Online may require the transfer or download onto your computer of software "applets" (small, cross-platform compatible pieces of executing code) in order to enable communication between your computer and HFA's computers and/or to execute such applications or functionalities. By agreeing to these Public Terms of Use, you agree to the transfer of such applets onto your computer system for the limited purpose of allowing you access and use any such applications and functionalities offered through HFA Online. PRIVACY. Your privacy is important to us. Please review our Privacy Policy, at www.HarryFox.com, which also governs your use of HFA Online, to understand our online information collection practices. By using the Public Portions and, if applicable by clicking on "Accept" below to indicate your acceptance of these Public Terms of Use in order to become a Songfile/eSynch User, you are also acknowledging that you have had an opportunity to review, and agree to the terms of, our Privacy Policy. INTELLECTUAL PROPERTY; PROPRIETARY RIGHTS. General. HFA Online and the Materials included on HFA Online contain and comprise copyrighted and proprietary subject matter. Your rights with respect to your use of the Public Portions and the Public Materials are governed by all the terms and conditions of these Public Terms of Use and the limited Public License granted hereunder, as well as all applicable laws, including but not limited to intellectual property laws. Copyright. All Materials included on HFA Online (including the compilation, selection, coordination, arrangement and enhancement of all Materials) are the property of HFA, its suppliers or its licensors and are protected by U.S. and international copyright laws, and you acknowledge that these rights are valid and enforceable. All Associated Software is the property of HFA and/or its software suppliers and protected by U.S. and international copyright laws. You may not remove or obscure any copyright or other proprietary notices contained on HFA Online or in the Materials. Trademark. www.HarryFox.com, HarryFox.com, harryfox.com, www.harryfox.com, Songfile, eSynch and other marks indicated throughout HFA Online including the abbreviation "HFA," the splash screen and other graphics, logos, page headers, button icons, scripts, and service names (collectively, the "Marks") are trademarks, service marks and/or trade dress of HFA or third parties. You are not permitted to use any Marks without the prior written consent of HFA or such third party that may own such Marks. Patent. HFA Online and/or portions thereof may be protected under patent law and may be the subject of issued patents and/or patent pending applications. DIGITAL MILLENNIUM COPYRIGHT ACT - NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT. HFA has registered as an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "DMCA") and avails itself of the protections under the DMCA. HFA reserves the right to remove any content from HFA Online, including without limitation any content alleged to infringe any third-party copyright. If you believe in good faith that any of the Materials hosted by HFA on HFA Online infringes your copyright, you (or your agent) may send us a notice requesting that the allegedly infringing Material be removed, or access to it be blocked. The notice must include the following information: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on HFA Online are covered by a single notification, a representative list of such works); (3) identification of the Material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow HFA to locate the Material on HFA Online; (4) the name, address, telephone number and email address (if available) of the complaining party; (5) a statement that the complaining party has a good faith belief that use of the Material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (6) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed by HFA against you, the DMCA permits you to send HFA a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. (See 17 U.S.C 512(c)(3) for details). Notices and counter-notices with respect to HFA Online should be directed by email to DMCA@HarryFox.com, or by regular mail to General Counsel/Copyright Agent, The Harry Fox Agency, Inc., 40 Wall Street, 6th Floor, New York, NY 10005, Attn: DMCA Notice, or by telephone at 212-370-5330. We suggest that you consult your legal advisor before serving a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. PURCHASING SERVICES. Certain services provided through the Public Portions may require payment by credit card (including without limitation licenses obtained through Songfile and eSynch). If you wish to purchase such services, you will be asked by HFA to supply certain information applicable to your purchase, including, without limitation, credit card and other information. You understand that any such information will be treated by HFA in the manner described in our Privacy Policy, at www.HarryFox.com. You agree that all information that you provide to HFA will be accurate, current and complete. You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. (For additional information regarding pricing, see "Legal Notices Under California Law -- Pricing Information" below.) THIRD-PARTY WEBSITES. HFA Online may contain links to websites of third parties that are not under HFA's control. HFA makes no representations of any kind regarding the content of such third-party websites and you hereby irrevocably waive any claim against HFA with respect to such websites. You agree that any time you access a third-party website that is linked through HFA Online, you do so at your own risk. HFA is not responsible for the accuracy or reliability of any information or materials contained on any third-party websites. HFA allows links to other websites merely as a convenience to you. Any comments regarding any of these other websites, including the materials and resources contained on them, should be directed to the entity whose website contains these materials or resources. However, HFA requests that it be copied on any complaint addressed to any of these third-party websites. A third-party website that links or seeks to link to HFA Online: (1) may link to the home page of www.HarryFox.com (or any other page that HFA may designate from time to time), but not replicate any of the Materials; (2) may not create a browser, border or frame environment around HFA Online's content; (3) may not imply that HFA is endorsing it or its products; (4) may not misrepresent its relationship with HFA, its Publishers or Licensees; (5) may not use any HFA logo or other proprietary graphic or trademark as part of any link or otherwise without HFA's express written permission; and (6) may not portray HFA, its affiliates, directors, officers, employees, Publishers or Licensees or their services in a false, misleading, derogatory, or otherwise offensive manner. A third-party website seeking to link to HFA Online must not violate any laws, advocate unlawful activity or contain content that is not appropriate for all ages. HFA expressly reserves the right to remove any links to HFA Online or request that you remove any links to HFA Online that are not in compliance with these Public Terms of Use. THIRD-PARTY PRODUCTS AND SERVICES. From time to time, HFA may have the opportunity to offer you products and services from outside vendors at discounted prices and through special arrangements. Please be aware, however, that HFA cannot take any responsibility for such third-party products and services. Please address any inquiries or concerns you may have about the products and services directly to the relevant vendor. Also, please note that in some cases, HFA may receive a referral fee from the vendor for making the goods and services available to you. By taking advantage of the offer made available through HFA, you are agreeing to any such fee arrangement. SUBMISSIONS AND THIRD-PARTY CONTENT. You may upload or transmit materials to the Public Portions in connection with licensing and other activities conducted through the Public Portions. Subject to the terms of HFA's Privacy Policy, at www.HarryFox.com, you acknowledge and agree that HFA may use, display and/or share such information as appropriate in order to facilitate the conduct of business and provision of services through HFA Online and HFA. You agree not to upload or transmit to HFA Online any content which (1) is libelous, defamatory, invasive of privacy, obscene, pornographic, abusive or threatening (it is, however, permissible to upload and reference bona fide names of songs, albums and artists); (2) violates or infringes any person's legal rights or the legal rights of any entity, including, but not limited to, copyrights, trademarks or trade secrets; (3) violates any law; (4) advocates any unlawful activity; (5) solicits funds for or otherwise advocates any organization, goods or services; (6) contains any viruses, worms, Trojan horses, defects, time bombs or other items of a harmful nature; (7) is inaccurate or misleading; or (8) implies or suggests that such content is endorsed by HFA. You are solely responsible for any content you submit, and HFA has no responsibility for any of such content, including its legality, originality, reliability and/or appropriateness. You acknowledge and agree that HFA has the right (but not the obligation) to monitor any submissions or materials transmitted through HFA Online, and to alter or remove any such materials, to disclose such materials to any third party in order to operate HFA Online properly and to comply with legal obligations or governmental requests. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; RELEASE. General Disclaimers. HFA PROVIDES HFA ONLINE AND THE MATERIALS "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. HFA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. HFA DOES NOT WARRANT THAT YOUR USE OF HFA ONLINE OR THE PUBLIC ASSOCIATED SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT HFA ONLINE, THE SERVER(S) ON WHICH HFA ONLINE IS HOSTED OR THE ASSOCIATED SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, CABLE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE HFA ONLINE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF HFA ONLINE AND THE ASSOCIATED SOFTWARE AND YOUR RELIANCE THEREON. Although we attempt to ensure the integrity of HFA Online, we make no guarantees as to its completeness or correctness. In the event that a situation arises in which HFA Online's completeness or correctness is in question, please contact our Client Services Department at clientservices@HarryFox.com and, if possible, provide a description of the material to be checked and the specific location (URL) where such material can be found on HFA Online, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see the section on "Digital Millennium Copyright Act - Notification Of Alleged Copyright Infringement," above. HFA hopes and believes that the Materials will be helpful as a background reference, but they should not be construed as legal, accounting or other professional advice on any subject matter. In addition, HFA strives to provide accurate information, but HFA is not engaged in providing legal, accounting or like professional services, and availability or use of the Materials is not intended to create, and does not create, any such professional services relationship. Use of the Materials is not an adequate substitute for obtaining legal, accounting or other professional advice from a licensed provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Materials without first seeking the services of a competent professional. Disclaimers Regarding the Databases. DATA CONTAINED IN THE DATABASES HAS BEEN PROVIDED TO HFA BY ITS PUBLISHERS, LICENSEES AND OTHERS. HFA MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE DATA MADE AVAILABLE THROUGH HFA ONLINE. HFA SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ON THE PART OF ANY COVERED PARTY (AS DEFINED BELOW) FOR ANY LOSS OR DAMAGES WHICH MAY BE INCURRED, DIRECTLY OR INDIRECTLY, AS A RESULT OF THE USE OF THE INFORMATION IN THE DATABASES, OR FOR ANY OMISSIONS OR ERRORS CONTAINED IN THE DATABASES. In some cases, the copyright ownership information shown for a song may not reflect actual copyright ownership of a song, or may no longer be current. Songs listed in HFA's database may not be fully represented or represented at all by HFA, and may not be licensable through HFA. Limitation of Liability. A COVERED PARTY (AS DEFINED BELOW) SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (1) ANY ERRORS OR OMISSIONS IN, OR THE CONTENT OF, THE MATERIALS; (2) THE UNAVAILABILITY OF HFA ONLINE, OR ANY FEATURES THEREOF, OR ANY MATERIALS; (3) ANY DAMAGE TO A COMPUTER SYSTEM OR LOSS OF DATA IN CONNECTION WITH THE USE OF HFA ONLINE OR THE MATERIALS; (4) ANY UNAUTHORIZED TRANSACTION OR MISUSE OF HFA ONLINE, THE MATERIALS OR YOUR DATA BY AN EMPLOYEE OR ANY OTHER PARTY; AND/OR (5) ANY LOSS OR MISUSE OF A USERNAME OR PASSWORD. "COVERED PARTY" MEANS (1) HFA, ITS AFFILIATES, AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, REPRESENTATIVE, SUCCESSOR OR ASSIGN OF HFA OR ITS AFFILIATES; AND (2) EACH THIRD-PARTY SUPPLIER OF MATERIALS, THEIR AFFILIATES, AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, REPRESENTATIVE, SUCCESSOR OR ASSIGN OF ANY THIRD-PARTY SUPPLIER OF MATERIALS OR ANY OF THEIR AFFILIATES. SUBJECT TO THE MORE SPECIFIC DISCLAIMERS OF ALL LIABILITY SET FORTH ABOVE, A COVERED PARTY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH HFA ONLINE, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. THE AGGREGATE LIABILITY OF THE COVERED PARTIES FOR ACTUAL DIRECT DAMAGES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO HFA ONLINE OR ANY MATERIALS SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNT OF ACTUAL DIRECT DAMAGES INCURRED BY YOU. Release. HFA ACTS MERELY AS AN INTERMEDIARY IN THE LICENSING PROCESS ON BEHALF OF DISCLOSED PUBLISHERS AS AN AGENT AND IS NOT A PRINCIPAL IN ANY TRANSACTION BETWEEN A PUBLISHER AND LICENSEE. WHERE HFA HAS ACTED AS AN AGENT, HFA AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS AND ASSIGNS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM, DEMAND, DAMAGE (ACTUAL, CONSEQUENTIAL, SPECIAL OR OTHER), OR LIABILITY (VICARIOUS OR OTHERWISE) OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACTIONS OF A PUBLISHER OR LICENSEE OR ANY DISPUTE BETWEEN OR AMONG ONE OR MORE PUBLISHERS AND/OR ONE OR MORE LICENSEES. TO THE EXTENT IT MAY APPLY, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: (GENERAL RELEASE - CLAIMS EXTINGUISHED.) A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. LEGAL NOTICES UNDER CALIFORNIA LAW. Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: Pricing Information. Current fees for our services may be obtained by contacting HFA's Client Services Department, at clientservices@HarryFox.com or 212-834-0100. HFA reserves the right to change its fees or to institute new fees at any time. Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210. MISCELLANEOUS. If any provision of these Public Terms of Use is held to be invalid or unenforceable, such provision shall be modified so that it is valid and/or enforceable while reflecting to the greatest extent possible the original intent of the parties, and the remaining provisions shall be enforced pursuant to your Agreement with HFA. You agree that the Agreement and all incorporated agreements may be assigned by HFA, in its sole discretion, to a third party. You may not assign the Agreement or any incorporated agreement without the prior written consent of HFA. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the text to which they pertain. HFA's failure to act with respect to a breach by you or others does not waive HFA's right to act with respect to subsequent or similar breaches. These Public Terms of Use, in combination with the HFA Privacy Policy, at www.HarryFox.com, and any additional terms or conditions set forth in connection with specific services or features made available through the Public Portions, which are incorporated herein by reference, collectively set forth the entire understanding between you and HFA with respect to the subject matter hereof and thereof. JURISDICTIONAL ISSUES. HFA Online is controlled and operated by HFA from its principal office in the State of New York, U.S.A., and is not intended to subject HFA or any of its affiliates, officers, directors, employees, subcontractors, agents, representatives, successors or assigns to the laws or jurisdiction of any state, country or territory other than the State and County of New York and the United States of America. You and the organization you represent agree to submit to the exclusive jurisdiction of any state or federal court located in the State and County of New York, and waive any jurisdictional, venue or inconvenient forum objections to such courts. HFA does not represent or warrant that HFA Online, the Materials or any specific features or services that may be accessible through HFA Online are appropriate or available for use in any particular jurisdiction. Those who choose to access HFA Online and the organizations they represent do so on their own initiative and at their own risk, and are responsible for complying with local laws, if and to the extent local laws are applicable. HFA may limit the availability of HFA Online and/or specific features or services of HFA Online with respect to any person, geographic area or jurisdiction we choose, at any time, in our sole discretion. APPLICABLE LAW. The laws of the State of New York, without regard to principles of conflict of laws, will govern your Agreement with HFA and any dispute of any sort that might arise between you and your organization and/or HFA and/or any Publisher or Licensee arising from or related to these Public Terms of Use. The state and federal courts sitting in the State and County of New York shall be the exclusive and proper forums for any legal controversy arising out of or in connection with this Agreement. The Associated Software is further subject to United States export controls. No Public Associated Software may be downloaded or otherwise exported or re-exported (1) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any Associated Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. AGREEMENT TO TERMS OF USE. BY CLICKING "ACCEPT" BELOW, YOU, BOTH INDIVIDUALLY AND ACTING ON BEHALF OF ANY ORGANIZATION YOU MAY REPRESENT IN CONNECTION WITH YOUR USE OF HFA ONLINE: (1) REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF ANY SUCH ORGANIZATION; (2) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OR OLDER; (3) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE ABOVE PUBLIC TERMS OF USE, INCLUDING THE HFA PRIVACY POLICY, AT WWW.HARRYFOX.COM; AND (4) AGREE THAT YOU AND ANY ORGANIZATION YOU REPRESENT WILL BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED IN THE PUBLIC TERMS OF USE AND PRIVACY POLICY.