The Canadian Independent Music Association ("CIMA") and Yangaroo Inc. ("Yangaroo") welcome you to the DMDS web site ("the Site") and asks that you review the following terms and conditions ("T&C") relating to the operation and use of the Site.

1. The Site provides you with the Digital Media Distribution System (DMDS) - a means of delivering to radio broadcasters and other authorized users your music and audio files and their related meta-data ("Tracks") via uploading and downloading at the Site (the "Service").

2. You warrant that all registration information that you provide ("User Information") is accurate and complete. You agree to update promptly any User Information as and when it changes, failing which CIMA and Yangaroo reserve the right to suspend or terminate your account.

3. By supplying your Tracks for upload to the Site, you grant CIMA and Yangaroo a no-charge, non-exclusive license throughout Canada to download and/or stream such Tracks to third parties solely for the purpose of providing the Service to authorized users.

4. You agree to indemnify and hold CIMA, Yangaroo and their subsidiaries, affiliates, agents, representatives, employees, directors, officers or partners harmless from any claim or demand made by any third party due to or arising out of any Track you upload to the Site, your use of the Service, your connection to the Service, your violation of these T&C or your violation of the rights of any party.

5. CIMA and Yangaroo and their subsidiaries, affiliates, agents, representatives, employees, directors, officers and partners are not liable for any damages arising out of or in connection with any engagement by you in any of the prohibited uses.

6. You expressly understand and agree that your use of the Service is at your sole risk and that the Service is provided on an "as is" and "as available" basis. CIMA and Yangaroo make no warranty that the service will meet your requirements or that the service will be uninterrupted, timely or error free.

7. Upon using the Service, you acknowledge that you are entering a binding agreement to engage CIMA and Yangaroo for the Service according to these T&C and that you will be responsible to pay for any transactions made by you at the then current transaction cost. You shall be responsible for the payment of any taxes associated with using the Service. The cost for transactions on the Site is subject to change without notice and will be posted at all times on the Site.

8. CIMA and Yangaroo may terminate your use of the Service, or remove and discard any Track, if CIMA and Yangaroo believe that you have violated or acted inconsistently with the letter or spirit of these T&C. CIMA and Yangaroo may also in their sole discretion and at any time discontinue providing the Service, or any part Yangaroo shall not be liable to you or any third-party for any termination of your access to the Service.

9. CIMA and Yangaroo recognize that personal and company information that may be entered in DMDS may be of a confidential or sensitive nature. DMDS services have been designed to be resistant to the inappropriate access or disclosure of such information to other registered and unregistered users.

CIMA and Yangaroo will not make any use of information collected from users without the express written permission of the users or the companies or other organizations with which the users are associated. If you believe that any party may have violated this policy or the privacy of your information in any way, please contact Yangaroo immediately.

It is our policy not to provide to third parties any list of users, user addresses, user e-mail addresses or other such user information for commercial purposes. However, CIMA and Yangaroo may occasionally reference your company name in customer lists or press releases issued by Yangaroo regarding the licensing and/or usage of the Service.

10. These T&C constitute the entire agreement between you, CIMA and Yangaroo and govern your use of the Service and supersede all other agreements and understandings. You agree that all matters relating to use of, the Service or Site shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.