TERMS AND CONDITIONS

Last Updated: 11/30/2011

RINGTONE.COM TERMS AND CONDITIONS

Welcome to the Ringtone.com website (the "Website"). The Website is brought to you by Ringtone.com ("Ringtone.com," "we" or "us"), an Internet property of Atrinsic, Inc. and a New Motion Inc. brand.  By using or accessing the Website and our ringtone, content, music trivia, wallpaper or text message ("Content") subscription Service (the "Service"), you are agreeing to comply with and be bound by the following terms and conditions (the "Agreement").

Please review the following provisions of this Agreement carefully. If you do not agree to all the terms and conditions contained in this Agreement in its entirety, you are not authorized to use this Website or the Service in any manner or form. Ringtone.com is not available to individuals under 18 years of age and if you are under the age of 18, you may not access or use the Website and/or Service in any manner whatsoever.  YOU UNDERSTAND THAT THE SERVICE IS FOR ENTERTAINMENT PURPOSES ONLY. IN ADDITION, YOU UNDERSTAND THAT ANY AND ALL MESSAGE & DATA RATES MAY APPLY YOU ARE FULLY RESPONSIBLE FOR ALL SUCH CHARGES AND RINGTONE.COM HAS NO LIABILITY OR RESPONSIBILITY TO YOU, WHATSOEVER, FOR ANY SUCH CHARGES CHARGED BY YOUR WIRELESS CARRIER.

The Service is available on the following carriers: Alltel, AT&T, Boost, Dobson, Sprint, T-Mobile, U.S. Cellular, and Virgin Mobile for a monthly fee of $9.99 per month (the "Monthly Fee").  Alltel and Boost users can only receive SMS text message-based Content and services ("Text Services"). Sprint is eligible for ringtones, wallpapers, games and text alerts.

After registering for an account on the Website, as described in Section 3 of this document, you will receive 20 credits ("Credits") per month for a monthly fee of $9.99, which may be redeemed for any type of Content (Realtones, Polytones, Wallpaper, or Text Services) based on the following Credit Redemption Scale: 

· Polytones:  7 Credits per Polytone
· Realtones:  14 Credits per Realtone
· Wallpapers:  7 Credits per Wallpaper
· Text Services: 15 Credits per month

To continue a subscription to a particular Text Service (except for the Music Trivia Text Service, as described hereafter) you must visit the Website each month and redeem 15 Credits to re-subscribe.  The Music Trivia Text Service will automatically renew each month by automatically deducting 15 Credits from your monthly Credit allotment unless you cancel. For further details regarding Text Services go to http://www.ringtonedev.com/textfun.php.

Unused credits rollover to the next month.  Unused credits at time of cancellation are forfeited as of your final billing date.

1. Acceptance of Agreement. This Agreement, including Ringtone.com’s Privacy Policy ("Privacy Policy") and any other rules or guidelines that may be applicable to particular offers or features on the Website (collectively, the "Rules"), are hereby incorporated by reference into this Agreement. This Agreement constitutes the entire agreement between you and Ringtone.com and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to the Website and/or Service. Ringtone.com may, from time to time, change, modify, add, remove or otherwise revise portions of this Agreement, or any Rules, incorporated therein, at any time in its discretion and will post a copy of the amended Agreement on the Website.  If you do not agree to the amended Agreement, your only remedy is to stop using the Website and/or Service and/or cancel your Ringtone.com membership ("Membership"). The latest Agreement will be posted on the Website, and you should review the Agreement prior to using the Website and/or Service. By your continued use of the Website and/or Service, you hereby agree to all of the terms and conditions contained within the Agreement effective at that time. Therefore, you should regularly check this webpage for any updates and/or changes.

2. Service and Fees. Ringtone.com provides a premium mobile subscription service which allow Members (as defined below) to redeem Credits to receive Content. Members agree to receive free content and promotional offers from Ringtone.com, our affiliates and third-party marketing partners.  A cell phone number is required and must be provided to register for the Service.
The Service is available on the following carriers: Alltel, AT&T, Boost, Dobson, Sprint, T-Mobile, U.S. Cellular, and Virgin Mobile.  Alltel and Boost and users can only receive our Text Services.  By entering the PIN code sent to the mobile number provided by you in your Registration Data, (as defined in Section 3 of this document), you agree that you are subscribing to the Service and authorizing Ringtone.com to bill the Monthly Fee to your wireless account or deduct it from your prepaid balance for as long as you remain a Member. An Internet enabled mobile device which supports mobile content is required to download Content other than Text Services, and a realtone compatible mobile device is required to receive realtones. The Monthly Fee will be billed once per calendar month, each and every month on the monthly anniversary date of your registration ("Monthly Billing Date"), to the wireless account for the mobile phone number provided by you during registration until you cancel your Membership. Ringtone.com reserves the right to change its pricing at any time with or without notice to Members. However, Members will receive reasonable notice prior to any increases in the Monthly Fee.  Members who have subscribed for Text Services will receive a minimum of one text message daily. Members will also receive at least one text message each and every month confirming their Membership and providing information regarding the Service. Standard Usage charges for SMS, MMS and other charges, including third-party charges may apply. All charges will be billed on the wireless service bill or deducted from the prepaid balance for the mobile phone number provided during registration. Ringtone.com reserves the right to charge the Monthly Fee via credit or debit card, or other payment mechanism in the future. MEMBERS ARE FULLY AND SOLELY RESPONSIBLE FOR ANY AND ALL COSTS CHARGED BY A WIRELESS CARRIER WHETHER TO THEIR WIRELESS ACCOUNT OR A THIRD-PARTY WIRELESS ACCOUNT AS THEY ARISE FROM USE OF THE SERVICE.  

You may use the following methods for help and/or to cancel the Service: 

(a) Online: Login to your account and go to the "My Account" page.   Click the "Unsubscribe" link.

(b) You may cancel via email to help@ringtone.com. Please Note:  Cancellation requests received by email without your complete phone number, including area code, will not be processed. 

(c) Text "STOP," "QUIT," or "End to 36726 at anytime; or 

(d) Call 1-866-313-7157, available 24/7

You will receive notification of your unsubscribe. Once the Monthly Fee is billed to a wireless account it is non-refundable. If a cancellation is received after the Monthly Fee for that month has been billed, the cancellation will not be effective until the next monthly billing period. For example, if a wireless account is billed the Monthly Fee on the 4th day of every month and the cancellation is received on the 10th day, the corresponding Membership will remain active for the remainder of that current monthly billing period. 

For questions, please contact Ringtone.com customer service at help@ringtone.com or call 1-866-313-7157 24/7, or text "HELP to 36726 at anytime.

3. Registration.  To use the Service, you must first register for Membership and supply certain registration data that may include, without limitation, username, password, mobile telephone number, e-mail address, mailing address. You agree to provide accurate Registration Data for which you have the authorization to supply to Ringtone.com and to update your Registration Data as necessary to maintain it in an up to date and accurate fashion. Ringtone.com may use your Registration Data in accordance with our Privacy Policy. Your right to use the Service is strictly limited to your personal, non-commercial use and is not transferable by you. If you provide Registration Data that is untrue, inaccurate or incomplete, or Ringtone.com suspects in its sole discretion that you have done so, Ringtone.com reserves the right to suspend or terminate your Membership and all use of and access to the Website and/or Service by you.  

Access to, and use of, the Service is through a combination of your cell phone number and password ("Login"). You must keep your Login strictly confidential. For security reasons, Ringtone.com will not release passwords for any reason, other than to the applicable Members themselves, except as may be specifically required by law or court order. You agree that you will not authorize and/or permit others to use your Membership. Ringtone.com shall not be responsible for any unauthorized use of your Membership. Furthermore, unauthorized access to the Website and/or Service is a breach of this Agreement, violation of applicable law and strictly subject to your obligations of indemnification as set forth in Section 10, herein below. There are no third-party beneficiaries to this Agreement.

4. License Grant. As a visitor to the Website and/or Member of the Service, you are granted a limited, non-exclusive, non-transferable license to access and use the Website (and its associated content) and/or Service in accordance with this Agreement. Ringtone.com may terminate this license at any time for any reason, whatsoever. You may use the Website and/or Service on one computer and/or one mobile telephone for your own personal, non-commercial use. No part of the Website and/or Service may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Website and/or Service, Website content or any portion thereof. Ringtone.com reserves any rights not explicitly granted in this Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website and/or Service. You may not take any action that imposes an unreasonable or disproportionately large load on the Ringtone.com infrastructure. As a Website visitor, your limited license is provided solely for access to the Website in order to obtain information about Ringtone.com and to apply for Membership.
5.  Proprietary Rights. The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Website and/or Service is protected under applicable copyrights, trademarks and other proprietary (including, without limitation, intellectual property) rights. The copying, redistribution and/or publication by you of any part of the Website and/or Service is strictly prohibited. You do not acquire ownership rights to any content, document, software, Service and/or other materials downloaded, previewed and/or viewed at or through the Website and/or Service. The posting of information and/or material at the Website and/or Service by Ringtone.com does not constitute a waiver of any right in such information and/or materials.

6.  Modifications, Changes to Website and Service. Ringtone.com reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Website and/or Service (or any part thereof) with or without notice to you, without any liability to you or to any third party.
Without limiting the generality of the foregoing, if for any reason the Website and/or Service are not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, integrity, or proper conduct of the Website and/or Service ("Technical Issue"), Ringtone.com reserves the right at its sole discretion to cancel, terminate, modify or suspend the Service, or any portion thereof, including any particular offers or features available on the Website at the time of such Technical Issue.

If you encounter any problems downloading Content please contact customer service immediately.  Ringtone.com may, within its sole discretion, issue Monthly Fee refunds if you contact us within seven days of a Technical Issue that resulted in your inability to download or receive Content.  Ringtone.com may, in its sole discretion restore Credits for Content downloads if you contact us within seven days of the Technical Issue that resulted in your inability to download or receive Content. 

7.  Privacy Policy. Use of the Website and/or Service is subject to our Privacy Policy, which is hereby incorporated into, and made part of, this Agreement. We reserve the right, and you authorize us, to use information regarding your Website and/or Service use and any and all other personal information provided by or collected from you in any manner consistent with our Privacy Policy.

For additional information regarding Ringtone.com’s use of information collected please refer to the Ringtone.com Privacy Policy. By subscribing to the Service you agree to receive free content and promotional offers from Ringtone.com, our affiliates and third-party marketing partners.

8. Third-Party Websites. The Website may provide, and/or third parties may provide, links to other Internet websites and/or resources. Because Ringtone.com has no control over such third-party websites and/or resources, you hereby acknowledge and agree that Ringtone.com is not responsible for the availability of such third-party websites and/or resources. Furthermore, Ringtone.com does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, products and/or other materials at or available from such third-party websites or resources, or for any damages and/or losses arising therefrom.

9. Injunctive Relief. You acknowledge that Ringtone.com may be irreparably damaged if this Agreement, the Privacy Policy or any applicable Rules are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of any unauthorized use, a breach or threatened breach of any provision of this Agreement, the Privacy Policy or any applicable Rules by you, Ringtone.com shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement, the Privacy Policy or any applicable Rules. For purposes of this section, you agree that any action or proceeding with regard to an injunction shall be brought in the state courts of record for New York, New York, or the United States District Court, Southern District of New York. You herby consent to the jurisdiction of such court and waive any objection to the laying of venue for such action or proceeding in New York, New York. You also agree that service of any court paper may be effected on you by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

10. Indemnification. You agree to indemnify, defend and hold Ringtone.com and its parents and subsidiaries, and each of their respective executives, officers, directors, employees, agents and attorneys, harmless against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including settlement costs and/or reasonable attorneys' fees) arising from or related to: 1) your breach of any provision of this Agreement; 2) your use of the Website and/or Service, in any manner whatsoever; and 3) any unauthorized use of your Membership; (4) your infringement of the intellectual property or other rights of any person or entity. You agree to immediately notify Ringtone.com of any unauthorized use of your Membership.

11. Termination. Ringtone.com may, in its sole discretion, terminate this Agreement and/or suspend your Membership and or use of the Website or Service at any time without notice to you, in the event that you breach (or Ringtone.com reasonably suspects, in its sole discretion, that you have breached) any provision of this Agreement. If Ringtone.com terminates this Agreement, or suspends your Membership and/or use of the Website or Service for any of the reasons set forth in this Agreement, Ringtone.com shall have no liability or responsibility to you, and Ringtone.com will not refund any amounts that you have previously paid.

You understand and agree that your cancellation of your Membership is your sole right and remedy with respect to any dispute with Ringtone.com.

12. DISCLAIMERS. THE WEBSITE, SERVICE AND ASSOCIATED CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE WEBSITE, SERVICE AND/OR ASSOCIATED CONTENT MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. RINGTONE.COM HAS NO LIABILITY WHATSOEVER FOR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, SERVICE AND ASSOCIATED CONTENT. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, RINGTONE.COM IS NOT LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN RINGTONE.COM AND YOU. THE WEBSITE, SERVICE AND ASSOCIATED CONTENT WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE WEBSITE AND/OR SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES AND/OR WORMS CONTAINED WITHIN A FILE AVAILABLE AT THE WEBSITE AND/OR THROUGH THE SERVICE IS EXPRESSLY DISCLAIMED. YOU UNDERSTAND AND AGREE THAT ANY CONTENT OBTAINED OR OTHERWISE ACCESSED THROUGH THE USE OF THE WEBSITE AND/OR SERVICE IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOADING OF ANY SUCH MATERIAL.

UNDER NO CIRCUMSTANCES SHALL RINGTONE.COM BE LIABLE FOR ANY USE OF THE WEBSITE AND/OR SERVICE. OUR MAXIMUM LIABILITY TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE THAT YOU HAVE PAID FOR ANY GOODS, SERVICE OR INFORMATION AVAILABLE FROM RINGTONE.COM AT THE WEBSITE AND/OR SERVICE. NOTWITHSTANDING THE FOREGOING, RINGTONE.COM SHALL NOT BE LIABLE TO YOU FOR ANY SERVICE, GOODS OR INFORMATION AVAILABLE FROM THIRD PARTIES, EVEN IF OBTAINED AT OR THROUGH THE WEBSITE AND/OR SERVICE. CERTAIN JURISDICTIONS AND/OR LAWS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS UNDER SUCH LAWS.

13. Copyright Complaints. 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 at the Website and/or Service, please provide Ringtone.com's copyright agent with the following information:

COPYRIGHT INFRINGEMENT NOTICE

Notifications (each, a "Notification") of claimed copyright infringement appearing on Ringtone.com or any other Ringtone.com owned and/or operated website should be sent to Ringtone.com’s designated agent. Ringtone.com’s designated agent contact information is set forth below:
Notice of claims of copyright infringement on the Site can be sent to:
Attn: General Counsel
Atrinsic
654 Malefant Blvd
Dieppe, N.B. E1A 5V8

By email: copyrightclaim@atrinisc.com

Pursuant to Title 17, United States Code, Section 512(c)(2), to be effective, the Notification must include the following: 

1. A physical or electronic signature of a person authorized to act on behalf of the owner ("Complaining Party") of an exclusive right that is allegedly infringed; 

2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works at that site; 

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Ringtone.com to locate the material; 

4. Information reasonably sufficient to permit Ringtone.com to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted; 

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. 

Upon receipt of the written Notification containing the information as outlined in 1 through 6 above, and pursuant to Title 17, United States Code, Section 512(c)(2): 

1. Ringtone.com will remove or disable access to the material that is alleged to be infringing; 

2. Ringtone.com will forward the written Notification to the alleged infringer ("Subscriber"); and 

3. Ringtone.com will take reasonable steps to promptly notify the Subscriber that Ringtone.com has removed or disabled access to the material.
 
Counter Notification: 

Pursuant to Title 17, United States Code, Section 512(c)(2), a Subscriber may counter a Notification by providing a written communication ("Counter Notification") to Ringtone.com's designated agent that includes substantially the following: 

1. A physical or electronic signature of the Subscriber; 

2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; 

3. A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and 

4. The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which Ringtone.com may be found, and that the Subscriber will accept service of process from the person who provided the Counter Notification or an agent of such person. 

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, and pursuant to Title 17, United States Code, Section 512(c)(2): 

Ringtone.com will promptly provide the Complaining Party with a copy of the Counter Notification; 

2. Ringtone.com will inform the Complaining Party that Ringtone.com will replace the removed material or cease disabling access to the removed material within ten (10) business days; and 

3. Ringtone.com will replace the removed material or cease disabling access to the removed material within fourteen (14) business days following receipt of the Counter Notification, provided Ringtone.com’s designated agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the removed material on Ringtone.com’s network or system.

14. Other Restrictions. The Website and/or Service are available only to individuals who can enter into legally binding contracts under applicable law. The Website and/or Service are not intended for use by individuals under the age of 18. Currently, Ringtone.com is only available to residents of the United States. You understand and acknowledge that you may not register for, access, or use the Website and/or Service from countries other than these jurisdictions. You agree to abide by the applicable United States export control laws and any other applicable laws, rules and/or regulations with respect to the Service and associated content.

In addition, without limitation, you agree not to: 

- Circumvent, or attempt to circumvent, any security and/or payment mechanism implemented in connection with the Service and/or Website; 

- Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Service and/or Website; 

- Remove any copyright, trademark or other proprietary rights or notices contained in association with any content; 

- Interfere with or disrupt the Website and/or Service or the servers and/or networks connected to the Website and/or Service; 

- "Frame" or "mirror" any part of the Website or Service; and/or 

- Use meta tags or code or other devices containing any reference to Ringtone.com or the Website or Service in order to direct any person to any other website for any purpose.

15.  Equipment. You shall be responsible for obtaining and maintaining all telephone, computer hardware and any and all other equipment needed for access to, and use of, the Website and/or Service, and all charges related thereto including, without limitation, that your mobile device is fully compatible with the specific content you obtain from Ringtone.com (e.g. brew, java or polyphonic tone-capable) and participating wireless carrier. In addition, you are solely responsible for obtaining and maintaining software and/or hardware to utilize the Service. Without limiting the foregoing, you understand and agree that you are responsible for any and all standard wireless messaging costs, fees and/or charges associated with and/or arising from the Service that may be charged by your wireless carrier.

16. Governing Law, Venue and Jurisdiction; Arbitration. This Agreement shall be treated as though it were executed and performed in New York, New York and this Agreement, the Privacy Policy and any applicable Rules are governed by and shall be construed in accordance with the internal laws of the State of New York, without regard for principles of conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any civil action, claim, dispute or proceeding arising out of or relating to this Agreement, the Privacy Policy or any applicable Rules, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement, the Privacy Policy or any applicable Rules by you as provided above, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association in New York, New York. To the extent permitted by applicable law, you agree to waive any right that you may have to participate in any class action litigation involving, related to or arising from the Website and/or Service. You and Ringtone.com shall select the arbitrator, and if you and Ringtone.com are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then Ringtone.com shall select the arbitrator. Arbitration shall not commence until the party requesting arbitration has deposited One Thousand Dollars ($1,000) with the arbitrator for the arbitrator's fees and costs. The party requesting arbitration shall advance such sums as are required from time to time by the arbitrator to pay the arbitrator's fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.

17.  Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon you and Ringtone.com and your and Ringtone.com's respective administrators, executors, legal representatives, heirs, successors and assigns, and may only be entered in the state courts of record for New York, New York or the United States District Court, Southern District of New York. The jurisdiction and venue for any action brought for purposes of compelling arbitration or enforcing an arbitration award arising from, under or connected with this Agreement, the Privacy Policy or any applicable Rules shall be exclusively in the state and/or federal courts in and/or for New York, New York, and each party hereby waives any objection to such jurisdiction and venue based upon forum non conveniens or otherwise

18. Miscellaneous. If any arbitrator or court of competent jurisdiction deems any portion of this Agreement, the Privacy Policy or any applicable Rules unlawful, void or unenforceable, the applicable Agreement, Privacy Policy or Rules as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of the applicable Agreement, Privacy Policy or Rules that is unlawful, void or unenforceable shall be stricken.

The headings contained in this Agreement, the Privacy Policy or any applicable Rules are for convenience of reference only, are not to be considered a part of this Agreement, the Privacy Policy or any applicable Rules, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement, the Privacy Policy or any applicable Rules.

No waiver of any portion of this Agreement, the Privacy Policy or any applicable Rules shall be effective unless it is in writing and signed by an authorized representative of Ringtone.com. The failure of Ringtone.com to require performance of any obligation of this Agreement, the Privacy Policy or any applicable Rules shall not affect Ringtone.com’s right to enforce any provision of this Agreement, the Privacy Policy or any applicable Rules at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.

All covenants, agreements, disclaimers, limitations, representations and warranties made in this Agreement, the Privacy Policy or any applicable Rules, as may be amended by Ringtone.com from time to time, shall survive your acceptance of this Agreement, the Privacy Policy or any applicable Rules, the termination of your use of Ringtone.com, and the termination of your use of the Service.

To the extent that anything in or associated with the Website and/or Service is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. No relationship other than that of a Service provider and customer shall be created through operation of this Agreement

Atrinsic reserves the right, at our sole discretion, to change, modify, add or remove portions of these Terms of Service and its Privacy Policy at any time for any reason by posting the amended Terms and/or Policy on or within the Service. Atrinsic may decide, at our sole discretion, to give you additional notice of any changes, such as through an e-mail message or messaging within the Service. You will be deemed to have accepted all such changes to the Terms and/or Privacy Policy by continuing to use the Service. Except as otherwise stated, all amended terms shall automatically be effective after they are initially posted. Atrinsic may also revise other policies, codes and/or rules at any time for any reason. You will be deemed to have accepted all such changes to such policies, codes and/or rules by continuing to use the Service. No amendment to the Terms of Service or Privacy Policy shall apply to any dispute of which Atrinsic had actual notice before the date of the amendment.

In the event that Atrinisic undergoes a business transition, such as a merger, acquisition by another company, consolidation or sale of all or a portion of its assets, Atrinsic may transfer all of your information, including personal information, to the successor organization in such transition.

19. Legal Warning.  Any attempt by any individual, whether or not an Ringtone.com member, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of this Website and/or Service, is a violation of criminal and civil law and Ringtone.com will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

20. Contact Information.

You may reach a Ringtone.com customer Service representative by:
· sending an e-mail to: help@ringtone.com
· calling: 1-866-313-7157 24/7
· sending postal mail to: Atrinsic, 654 Malefant Blvd, Dieppe, N.B. E1A 5V8