THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND ON PURPOSE, A DIVISION OF CLA ("ON PURPOSE"). THIS AGREEMENT IS APPLICABLE TO ONLINE DOWNLOAD OF ISSUES OF ON PURPOSE, but shall also apply to DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF SUCH LICENSED MATERIAL, IF SUCH SHALL OCCUR (THE "AGREEMENT").

1. Definitions. In this Agreement the following definitions apply:

1.1 "Licensed Material" means the audio content of one or more issues of On Purpose, or any portion thereof, or any other audio product generated electronically, digitally or by any other means, including any original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by ON PURPOSE under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.

1.2 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, and the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

2. Grant of Rights & Restrictions.

2.1 ON PURPOSE grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to Reproduce the Licensed Material, solely to the extent explicitly stated in this Agreement.

2.2 Use of the Licensed Material is strictly limited to the use of the Licensed Material solely for the personal listening of the Licensee on personal digital devices onto which it may be downloaded.

2.3 The Licensed Material may be used for additional purposes only with
the express written permission of ON PURPOSE.

2.4 ON PURPOSE does not warrant that any information contained in the Licensed Materials is accurate.

2.5 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited whether directly or in context or juxtaposition with specific subject matter.

2.6 Licensed Material shall not be incorporated into any other audio materials.

2.7 Licensed Material shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed Material on ON PURPOSE website or in any other communication by ON PURPOSE. Any such restriction provided to the Licensee shall be incorporated in this Agreement.

2.8 ON PURPOSE may request reasonable confirmation relating to the use of any of the Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

3. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, ON PURPOSE grants Licensee no right or license, express or implied, to the Licensed Material.

4. Releases. Except where Licensee is specifically notified, ON PURPOSE grants no rights and makes no warranties with regard to the use of advice, recommendations or information contained in any Licensed Material.

5. Warranty and Limitation of Liability.

5.1 ON PURPOSE warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) subject to Section 4 above (Releases), Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 ON PURPOSE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ON PURPOSE SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF ON PURPOSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. ON PURPOSE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE ANNUAL COST OF SUBSCRIPTION TO ON PURPOSE.

5.3 THE REPRESENTATIONS AND WARRANTIES MADE BY ON PURPOSE IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY ON PURPOSE AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

6. Indemnification.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, ON PURPOSE shall defend, indemnify and hold Licensee harmless from all damages (except punitive damages), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that ON PURPOSE is in breach of its warranties given in section 5 above.

THE FOREGOING STATES ON PURPOSE ENTIRE INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 ABOVE.

6.2 if Licensee's shall use the Licensed Material in any manner not authorized by this Agreement, Licensee shall defend, indemnify and hold ON PURPOSE and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to such use of the Licensed Material by Licensee, to the extent that such claim relates to the absence of a release or the Licensee's unauthorized use of the Licensed Material.

7. Notice of Defense. The party seeking indemnification pursuant to section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

8. Parties' Obligation. Upon notice from ON PURPOSE, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which ON PURPOSE may be liable herein, or if ON PURPOSE withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its playing devices, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. ON PURPOSE shall provide Licensee with comparable Licensed Material (which comparability will be determined by ON PURPOSE in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

9. Electronic Storage. Licensee may not make additional copies of the Licensed Material and Licensee will safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) backup copy of the Licensed Material for security reasons only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its playing device or other electronic storage systems.

10. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects before using. Without prejudice to section 5.1.(ii) above, ON PURPOSE shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material.

11. Miscellaneous Terms.

11.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes breach of this entire license agreement, entitling ON PURPOSE to exercise all rights and remedies available to it under applicable laws around the world. Licensee shall be responsible for any damages resulting from any such breach, including any claims by a third party. In addition and without prejudice to ON PURPOSE other remedies under this Agreement, ON PURPOSE reserves the right to charge and Licensee agrees to pay a fee equal to five times ON PURPOSE normal license fee for annual subscription to ON PURPOSE.

11.2 Governing Law. This Agreement will be governed in all respects by the laws of the State of New Jersey, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in Newark, New Jersey, U.S.A. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, ON PURPOSE shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of ON PURPOSE, such action is necessary or desirable.

11.3 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

11.4 Waiver. No action of ON PURPOSE, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of ON PURPOSE in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by ON PURPOSE of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

11.5 Entire Agreement. This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.