END USER LICENSE AGREEMENT

URGE^TM - ONLINE DIGITAL MUSIC SERVICE
END USER LICENSE AGREEMENT

READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY, BECAUSE BY DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE OR ATTEMPTING TO DO ANY OF THESE THINGS, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS OR DO NOT WISH TO BE BOUND BY THIS EULA, DO NOT DOWNLOAD, INSTALL, COPY, TRANSMIT OR USE THE SOFTWARE.

This EULA governs your use of Software made available for your use by MTVN DMS Inc. ("MTVN", "we", "us" or "our") in connection with your use of certain features and functions of URGE^TM, our proprietary branded online digital music service ("URGE"). We use the term "Software" to include all updates, patches, fixes, modifications and enhancements to the Software, including releases of new versions, even if you allow us to provide these to you automatically, without additional consent or action on your part. Your use of the Software does not, and should not be construed by you as a guarantee or representation that any particular Content will or will not be available at any time or from time to time and we have the sole right, in our discretion, to control the Content available in connection with URGE, our website located at www.urge.com (the "Website") and the Software.

This EULA, our Privacy Policy (which can be read at http://www.urge.com/privacypolicy.jhtml) and our Copyright Compliance Policy (which can be read at http://www.urge.com/copyrightcompliancepolicy.jhtml), are part of the Terms of Use Agreement (which can be read at http://www.urge.com/termsofuse.jhtml) and which sets forth the terms and conditions that apply to your use of certain features and functions of URGE and the Website, even if you choose not to register or become a Registered User of URGE. If you do choose to become a Registered User, the Registered User Agreement applicable to URGE (which can be read at http://www.urge.com/termsofuse.jhtml#registeredUser) will also apply to you and form part of your Agreement with us. Many terms that are used in this EULA are defined in the Terms of Use Agreement and you should refer back to the Terms of Use Agreement as you read this EULA so that you understand the rights and obligations you are agreeing to and are bound by with respect to the Software. You should also refer back to the Terms of Use Agreement on a regular basis so that you remain aware of the most current terms and conditions that apply to you and you understand the ways in which we obtain and use Personal Information that we obtain from you in connection with your use of URGE, the Website and Software and, if applicable, your registration and participation in URGE. Because we respect your privacy and because our Software allows us to monitor activity in connection with our Website and URGE, to use information stored in your music libraries to enable us to better understand your preferences and also to recommend Content we think may be of interest to you, by agreeing to this EULA, you are also agreeing to the Privacy Policy and the Copyright Compliance Policy which form a part of the Terms of Use Agreement and our Agreement with you.

Subject to your agreement and compliance with the terms and conditions of this EULA, MTVN grants you a limited, personal, non-transferable, non-exclusive and revocable license to use the Software. This license gives you the right to:

1) use the Software solely and exclusively in conjunction with URGE and solely for your personal use in connection with your download, streaming, use and management of Content and not for any commercial or other purpose or use whatsoever; and

2) copy the Software to the hard disk or other fixed storage medium of any digital processor, computer or network of computers you own or that are under your control.

These rights are the only ones granted to you in connection with this EULA and any and all rights not expressly granted to you by the license described above, we expressly and fully reserve. Other than those license rights granted you in this EULA or for backup or archival purposes specifically permitted by law, you may not use or make any other copies of the Software. You are not permitted to distribute, transmit, sublicense, lease, sell, rent or otherwise transfer the Software to any other person, firm or enterprise, nor are you permitted to tamper with or attempt to bypass, modify, defeat or otherwise circumvent the operation of the Software or alter, reverse engineer, decompile, disassemble or otherwise attempt to discover or disclose the Software source code or underlying programming. The Software is also capable of monitoring itself to detect tampering or other security-related activities and has the ability to automatically transmit and communicate information about attempted tampering and other security incidents. The Software and certain applications that communicate with the Software may become restricted, de-activated or inoperable if you breach this EULA, any security or other rules or any of the digital rights applicable to the Content. You acknowledge and agree this can, and often shall, result in Content being unavailable to you. We also call your attention to your obligation, under our Terms of Use Agreement, to comply with the export control laws and regulations of the United States and other countries with respect to the Software.

Because the Software includes security components that permit digital information, including, without limitation, Content available to you in connection with our Website or URGE, to be protected and allow use to occur only as permitted by us and/or Content providers, there are some special rules and procedures that apply. For example, we shall (and you agree we are permitted) to transmit and arrange for automatic installation of any and all updates, modifications, and/or even full re-installations of the Software to address security, digital rights management, interoperability, and/or performance issues. The Software also includes automated features that collect information that uniquely allows the Software to automatically identify your computer and your system, the version of the Software in use and to manage some or all of the digital rights associated with Content. These features may be remotely activated in order to update security components used by the Software, including, without limitation, portions of the Windows Media Player associated with your use of URGE. These updates, modifications, re-installations and other modifications to the Software can occur periodically or when necessary and without any notice to you.

We have the right to terminate this license and your right to use the Software at any time, including any time we reasonably believe you have failed to comply with any term or condition of this EULA or the Terms of Use Agreement. If this license or your right to use the Software terminates for any reason or you do not agree with all these terms and conditions or you wish to discontinue your use of the Software, you must stop all use of the Software and either return to us or destroy the Software and all copies of the Software that are in your possession or under your control and we may ask you to certify your compliance in writing and you agree to do so if we request you to do so.

During the process of downloading and installing the Software, there may be components that are proprietary to others and which we provide to you under a license or other grant of rights from them. There may be circumstances in which those other parties may require you, during the download or installation process, to acknowledge and agree specifically to certain terms and conditions that apply to those components. If that is the case, you should review those terms and conditions carefully, because by continuing the download and installation process you will also be agreeing to them and you will be acknowledging and agreeing that those other parties, not MTVN, are responsible for any questions, complaints or claims you may have related to any or all of those components.

LIMITATIONS OF LIABILITY AND DISCLAIMER OF WARRANTY

THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT APPLY OR THAT ARE MADE TO YOU IN ANY WAY IN CONNECTION WITH THE SOFTWARE OR THIS EULA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF TITLE AND/OR NON-INFRINGEMENT. THE SOFTWARE IS MADE AVAILABLE "AS IS" AND NEITHER MTVN, NOR ANY OF THE MTVN ENTITIES GUARANTEES, WARRANTS OR MAKES ANY REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE USE, OPERATION OR RESULTS OF USE OF THE SOFTWARE, WHETHER AS TO PERFORMANCE, FUNCTION, RELIABILITY, AVAILABILITY, CURRENTNESS, ACCURACY, CORRECTNESS OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, USE OF SOFTWARE IN CONNECTION WITH OTHER PROGRAMS, MEDIA, INFORMATION, DATA, CONTENT OR MATERIALS, TANGIBLE OR INTANGIBLE. YOU ASSUME THE ENTIRE RISK OF DOWNLOADING, INSTALLING, COPYING, OPERATING AND USING THE SOFTWARE. WE STRONGLY RECOMMEND YOU PERFORM A VIRUS CHECK OF ALL SOFTWARE BEFORE INSTALLATION OR USE.

YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER MTVN, NOR ANY OF THE MTVN ENTITIES, ITS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AS WELL AS ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, SPONSORS, BUSINESS AND PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS, SUPPLIERS, AND CONTRACTORS SHALL, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY CLAIM. LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, IN CONNECTION WITH OR ARISING FROM USE OF THE SOFTWARE OR OTHERWISE IN CONNECTION WITH THIS EULA.

YOU FURTHER ACKNOWLEDGE AND AGREE YOUR SOLE RIGHT AND EXCLUSIVE REMEDY FOR ANY LOSS OR DAMAGE ASSOCIATED WITH THE SOFTWARE OR THIS EULA, EVEN IF YOU CLAIM THAT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL BE TO HAVE MTVN, UPON WRITTEN NOTICE FROM YOU, ATTEMPT TO REPAIR, CORRECT OR REPLACE THE SOFTWARE. IF REPAIR, CORRECTION OR REPLACEMENT IS NOT REASONABLY COMMERCIALLY PRACTICABLE IN THE SOLE AND ABSOLUTE DISCRETION OF MTVN, EITHER YOU OR MTVN SHALL HAVE THE RIGHT TO TERMINATE AND DISCONTINUE YOUR USE OF THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, ACCORDINGLY SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS EULA MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend MTVN and each of the MTVN Entities, its and/or their respective successors and assigns, as well as their respective officers, directors, employees, agents, licensors, representatives, Advertisers, sponsors, business and promotional partners, operational service providers, suppliers and contractors against any and all claims, demand and/or actions and indemnify and hold the MTVN Entities, their respective successors and assigns, as well as their respective officers, directors, employees, agents, licensors, representatives, Advertisers, sponsors, business and promotional partners, operational service providers, suppliers, and contractors harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys' fees), resulting from any breach or violation of this EULA, infringement, misappropriation or any violation of the rights of any other party, violation or non-compliance with any law or regulation, the breach or violation of any term or condition of your Agreement with us, any use, alteration or export of the Software or otherwise in connection with this EULA. We reserve the right to assume, at our expense, the exclusive defense and control of any claims or actions and all negotiations for settlement or compromise, and you agree to fully cooperate with us upon our request.

YOU ACKNOWLEDGE THAT YOU HAVE READ THE ENTIRE AGREEMENT (WHICH CONSISTS OF THIS EULA, THE TERMS OF USE AGREEMENT, THE COPYRIGHT COMPLIANCE POLICY, THE PRIVACY POLICY, IF APPLICABLE TO YOU, THE REGISTERED USER AGREEMENT FOR URGE), UNDERSTAND IT, ACKNOWLEDGE YOU ARE BOUND BY IT AND AGREE TO FULLY COMPLY WITH ALL ITS TERMS AND CONDITIONS.

For ease of reference our

Registered User Agreement can be reached at any time at http://www.urge.com/termsofuse.jhtml#registeredUser.

This EULA was last modified on May 14, 2007 and is effective immediately.