THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 9, 10, and 11); AND AN EXCLUSIVE REMEDY (See Section 10). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.

2. CONTENT USAGE RULES
Your use of the Service including your use of the files downloaded through the Service is subject to the Content Usage Rules as posted at http://music.msn.com/music/help/UsageRules. The Content Usage Rules are incorporated into, and made a part of, this Agreement. You may not use the files downloaded from the Service in any manner that violates the Content Usage Rules. Microsoft may modify the Content Usage Rules as such rules relate to your future purchases from the Service at any time. You may not modify or disable any technology that is designed to enforce the Content Usage Rules or protects the files downloaded through the Service.

3. HOW MICROSOFT MAY MODIFY THIS AGREEMENT
If Microsoft changes this Agreement, then it will notify you before such changes become effective. Microsoft may notify you via e-mail, online posting or other means. If you do not agree to such changes, then you must stop using the Service before such changes become effective. Your continued use of the Service after the effective date of such changes constitutes your acceptance of and agreement to such changes.

4. NO COMMERCIAL, UNLAWFUL OR HARMFUL USE OF THE SERVICE
The Service including the files you download through the Service is only for your personal use. You will not use the Service including the files you download through the Service for commercial purposes. You will not use the Service including the files you download through the Service in any way that is unlawful, or harms Microsoft, its affiliates, its resellers, distributors, service providers and/or suppliers (collectively, the "Microsoft Parties" ) or any customer of a Microsoft Party, as determined in Microsoft's sole discretion.  The Service including the files you download through the Service is protected by copyright and other  intellectual property laws and treaties. Microsoft or its suppliers own the title, copyright, and other intellectual property rights in the Service including the files you download through the Service and such files are licensed not sold.  The delivery of the files downloaded through the Service does not transfer to you any resale, commercial or promotional use rights in such files and you may not resell, distribute, transmit, syndicate or publicly perform such files.

Microsoft may tell you about certain specific harmful uses in a code of conduct, policy or other notices available through the Service, but has no obligation to do so.  You may not use the Service including the files you download through the Service in any way that breaches any code of conduct or other notice applicable to the Service.  Without limiting the generality of this section, you may not use the Service in any manner that could damage, disable, overburden, or impair any Microsoft Web site (or the network(s) connected to any Microsoft Web site) or interfere with any other party's use and enjoyment of the Service or any Microsoft Web site.

5. CHARGES AND BILLING

5.1 Payment Method. Microsoft bills you through an online account (your "Billing Account") for the files you purchase for download through the Service (your "Purchases"). You will pay Microsoft all charges at the prices then in effect for your Purchases using your Billing Account, and you authorize Microsoft to charge, and you agree to pay using, your designated payment method (your "Payment Method"). Microsoft reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You represent that you are authorized to use the Payment Method. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT IN ORDER TO RECEIVE THE PURCHASES ORDERED. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT https://billing.microsoft.com.

5.2 Prices and Price Increases.  Prices for the Service exclude all applicable taxes and telecommunication charges, unless expressly stated otherwise, and to the maximum extent permitted by applicable law, such taxes and charges are your responsibility. Microsoft may, with reasonable notice, change the pricing of the Service, from time to time. Your continued use of the Service after the effective date of such change constitutes your acceptance of and agreement to such change. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO https://billing.microsoft.com/. Your agreement with your Payment Method Provider will govern your use of that Payment Method. You agree that Microsoft may accumulate charges incurred during one or more of your monthly billing cycles and submit them as one or more aggregate charges at any time.

5.3 Refund Policies.  All charges are non-refundable unless otherwise provided by applicable law.

5.4 Online Statement.  You can sign into https://billing.microsoft.com/ to view your online billing statement ("Online Statement"). Your Online Statement will be updated periodically. Except as otherwise required by applicable law, the Online Statement is the only such billing statement that Microsoft will provide to you. IT IS YOUR RESPONSIBILITY TO PRINT OR SAVE A COPY OF YOUR ONLINE STATEMENT AND TO RETAIN THIS COPY FOR YOUR RECORDS. You may request a paper copy of your Online Statement, but you will be charged a retrieval fee. To request a paper copy of your Online Statement, go to https://billing.microsoft.com/. Paper copies of your Online Statement will only be provided for a period of 120 days from the date of the Online Statement. Your inability to view an Online Statement does not extend, or relieve you of, your obligation to pay any amounts owing to Microsoft. To the maximum extent permitted by applicable law, unless you notify Microsoft of any error within 120 days after it first appears in any Online Statement, such statement will be deemed accepted by you for all purposes, including, without limitation, resolution of inquiries made by your Payment Method Provider. TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, YOU RELEASE MICROSOFT FROM ALL LIABILITY AND CLAIMS OF LOSS RESULTING FROM ANY ERROR THAT IS NOT REPORTED TO MICROSOFT WITHIN 120 DAYS AFTER THE ERROR FIRST APPEARS ON YOUR ONLINE STATEMENT.

5.5 Due Date; Late Charge.  All amounts you owe Microsoft must be paid in full on the date such payment is deemed due by Microsoft. You shall pay any late charges that Microsoft assesses on amounts due but not timely paid. The late charge will be the lesser of 1% per month (or 12% per annum) on the total amount due but not paid or the maximum rate that is permitted by law. Microsoft reserves the right to refer your Billing Account to a third party for collection in the event of default. You agree to pay all costs incurred in the enforcement of this Agreement and in collection of any delinquent amounts due, including reasonable attorneys' fees and other legal fees and costs.

5.6 Default.  If Microsoft does not receive payment for any charge to your Billing Account, you will be in default and Microsoft may suspend or cancel the Service and your access to the Service. If your Payment Method Provider seeks return of payments previously made to Microsoft, but Microsoft in good faith believes that you are liable for the charges, then, subject to applicable law, Microsoft may seek payment from you, and you will also be in default.

6. MATERIALS YOU POST OR PROVIDE; COMMUNICATIONS MONITORING
For materials you post or otherwise provide to Microsoft related to the Service (a "Submission"), you grant Microsoft permission to (1) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submission, each in connection with the Service, and (2) sublicense these rights, to the maximum extent permitted by applicable law. Microsoft will not pay you for your Submission. Microsoft may remove your Submission at any time. For each Submission, you represent that you have all rights necessary for you to make the grants in this section. To the maximum extent permitted by applicable law, Microsoft may access and/or disclose information about you, including contents of communications, in order to: (1) conform to legal requirements or respond to legal process; (2) ensure your compliance with this Agreement; or (3) protect the rights, property, or interests of Microsoft, its members, or the public.

7. SOFTWARE
Your use of any software associated with the Service will be governed by the terms and conditions of the end user license agreement ("EULA") accompanying such software. If you receive any software that is not accompanied by a EULA, then Microsoft grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the Service. Microsoft reserves all rights to such software not expressly granted to you in this Agreement. Such software is protected by copyright and other intellectual property laws and treaties. Microsoft or its suppliers own the title, copyright, and other intellectual property rights in such software, and such software is licensed, not sold. The license granted you under this section for such software will terminate on the date your Service terminates. Microsoft may disable such software after the date the Service terminates. You will not disassemble, decompile, or reverse engineer, such software or any equipment included in the Service, except and only to the extent that such activity is expressly permitted by applicable law. Microsoft may automatically check your version of such software and may automatically download upgrades to such software to your computer to update, enhance and further develop the Service.

8. PERFORMANCE AND USAGE INFORMATION
Microsoft may automatically upload performance and usage information for evaluating the Service and the software associated with the Service. Such information will not personally identify you. You may opt out of the automatic uploading of your usage information (but not performance information) as indicated in software associated with the Service.

9. MICROSOFT MAKES NO WARRANTY
MICROSOFT PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. THE MICROSOFT PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE MICROSOFT PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

10. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY

10.1 THE MICROSOFT PARTIES' AGGREGATE, CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT AND YOUR USE OF THE SERVICE SHALL BE LIMITED TO YOUR ACTUAL, RECOVERABLE, DIRECT DAMAGES, IF ANY, WHICH DAMAGES IN NO EVENT SHALL EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID FOR YOUR PURCHASES. RECOVERY OF SUCH DAMAGES IN THIS AMOUNT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10.1, THE MICROSOFT PARTIES DISCLAIM ANY AND ALL LIABILITY FOR DAMAGES OF ANY KIND ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE.

10.2 IN NO EVENT SHALL ANY OF THE MICROSOFT PARTIES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE, EVEN IF ANY OF THE MICROSOFT PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 10.2 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE.

10.3 THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW.

11. CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION
THE MICROSOFT PARTIES MAY CHANGE THE SERVICE OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. As you use the Service, you should expect to receive, access or use information, materials, graphics, software, data and content (collectively, "Content") originated by Microsoft and persons other than Microsoft (any such person is referred to as a "Third Party"). WITHOUT LIMITING THE GENERALITY OF SECTIONS 9 AND 10, YOU ACKNOWLEDGE AND AGREE THAT THE MICROSOFT PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY'S UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR SERVICE ACCOUNT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 9 AND 10, YOU ACKNOWLEDGE AND AGREE THAT MICROSOFT IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SERVICE, (2) ANY INCOMPATIBILITY BETWEEN THE SERVICE AND OTHER SERVICES, SOFTWARE AND HARDWARE, OR (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SERVICE IN AN ACCURATE OR TIMELY MANNER. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 9, 10 AND 11 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW.

12. MICROSOFT'S TERMINATION OF SERVICE
Microsoft may terminate or suspend your access to the Service at any time, with or without cause, with or without notice. Termination of your access to the Service by Microsoft will not alter your obligation to pay all charges made to your Billing Account prior to such termination.

13. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
Claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the State of Washington, without reference to conflict of laws principles. All other claims, including, without limitation, claims under or for violation of state consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of your state of residence in the United States. You hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in King County, Washington, USA in all disputes arising out of or relating to the use of the Service.

14. INTERPRETING THE AGREEMENT; ASSIGNMENT
All provisions of this Agreement apply to the maximum extent permitted by applicable law. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Microsoft may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense any rights in the Service or your Billing Account. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and Microsoft with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Microsoft with respect to the Service. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

15. YOU HAVE LIMITED TIME TO BRING YOUR CLAIM
YOU AND MICROSOFT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

16. YOUR NOTICES TO MICROSOFT
Notices given by you to Microsoft must be given by e-mail and addressed as stated in the customer support area for the Service, or by postal mail. Send postal mail notices to Microsoft at Microsoft Corporation, Attention: Download Service Customer Service, One Microsoft Way, Redmond, WA 98052-6399, USA.

17. MICROSOFT'S NOTICES TO YOU; CONSENT REGARDING ELECTRONIC INFORMATION
YOU CONSENT TO MICROSOFT PROVIDING YOU ANY INFORMATION THAT MICROSOFT IS REQUIRED BY LAW TO SEND TO YOU REGARDING THE SERVICE ("REQUIRED INFORMATION") IN ELECTRONIC FORM. MICROSOFT MAY PROVIDE REQUIRED INFORMATION TO YOU (1) VIA E-MAIL AT THE E-MAIL ADDRESS YOU SPECIFIED WHEN YOU SIGNED UP FOR YOUR SERVICE, (2) BY ACCESS TO A MICROSOFT WEB SITE THAT WILL BE DESIGNATED IN AN E-MAIL NOTICE SENT TO YOU AT THE TIME THE INFORMATION IS AVAILABLE, OR (3) BY ACCESS TO A MICROSOFT WEB SITE THAT WILL BE GENERALLY DESIGNATED IN ADVANCE FOR SUCH PURPOSE. NOTICES PROVIDED TO YOU VIA E-MAIL WILL BE DEEMED GIVEN AND RECEIVED ON THE TRANSMISSION DATE OF SUCH E-MAIL. You may request a paper copy of any Required Information. You may request paper copies, withdraw your consent, or update your email address by following the instructions at https://billing.microsoft.com/. If you choose to withdraw your consent, then Microsoft may terminate your Service. Microsoft must receive your paper copy request within 120 days from the date that Microsoft first provided the Required Information to you. Microsoft may charge a reasonable fee for providing such paper copies.

18. HARDWARE AND SOFTWARE REQUIREMENTS
To receive Required Information from Microsoft you must have an e-mail address, Internet Explorer 5.X (or above) or Netscape Navigator 6.x (or above), and software capable of sending and receiving e-mail via the Internet. Also, your computer must be able to print or store Required Information received in a plain-text formatted e-mail message or through a Microsoft Web site using the browser specified above. YOU CONFIRM THAT YOUR COMPUTER SATISFIES THE HARDWARE AND SOFTWARE REQUIREMENTS STATED ABOVE. YOU CONFIRM THAT YOU SPECIFIED A CURRENT E-MAIL ADDRESS FOR RECEIVING REQUIRED INFORMATION WHEN YOU SIGNED UP FOR YOUR SERVICE.