© Copyright 2009 Body Connection     LLC.  AudioShape     is a Trademark of Body Connection     LLC.  All rights reserved.

Terms and Conditions

Effective January 1, 2009

This document ("the Agreement") is a legal contract between Body Connection LLC ("Body Connection" or "we" or "us") and the users of the Body Connection digital equipment and online content services (i.e., the Body Connection Digital Wireless MP3 Player and Body Connection Audio Book download sales service) available at www.audioshape.com (together "the Service"). Reference to "you" or "your" identifies the individual who accesses the Body Connection site ("the Site") and/or uses the Service. The terms below will apply to you if you access the Site or use the Service. If you are unwilling or unable to agree to these terms and conditions, do not attempt to access the Site or the Service. All rights not expressly granted to you in this Agreement are reserved to Body Connection LLC and/or its licensors or other third-party rights holders.

Amendments

Body Connection may from time to time modify the Agreement. If you do not agree to (or cannot comply with) the Agreement as amended, your only remedy is to stop using the Service. You will be deemed to have accepted the Agreement as amended if you continue to use the Service after any amendments are posted.

Age Requirement

You must be at least 18 years of age to enter into this Agreement on your own behalf to use the Service.

Description of the Service

The Service allows you to purchase product and to obtain downloads of protected Audio Books and related digital content ("Materials"). To use the Download Service, you will need to go to www.simplyaudiobooks.com ("The Client"). In order to use the Download Service, you may need additional third-party hardware and/or software. You are responsible for any hardware, systems and/or software program(s) you use and any associated fees and expenses (a) to connect to or use the Internet, and/or (b) to use the Download Service. All Materials or Services (including any Body Connection promotional offers or codes redeemable for the Service) is only for your personal, non-commercial use and are non-transferable except as otherwise expressly authorized by Body Connection.

In an effort to improve the Service, you agree that Body Connection and/or its business partners may collect information regarding your listening habits and audio book preference lists. We will manage all information you provide and/or that we collect about you or your use of the Service according to our Privacy Policy.

Registration and Software Use

To use the Service, you must register and provide certain information, including a member (user) name, a password, a valid email address, address, and contact telephone number ("Registration Data"). You agree to provide accurate Registration Data and to update your Registration Data as necessary to keep it accurate. Body Connection will use your Registration Data in accordance with its privacy policy.

You agree that you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account.

The Service and Materials are owned by Body Connection, its business partners, affiliates and/or licensors, as applicable, and are protected by United Sates and international intellectual property laws. You agree that the content rights holders that license their content to Body Connection for use in the Service are intended third- party beneficiaries under this Agreement with the right to enforce the provisions that directly concern their content. You shall not reproduce, modify, display, perform, transfer, distribute, or otherwise use the Service except as expressly authorized by Body Connection, and you shall not allow or facilitate such unauthorized use by anyone else.

Your access to and/or use of any Audio Book Downloads from the Site will be limited by the rules assigned by the Client. You may not attempt (nor support others' attempts) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with any Client Rules.

You may not attempt (nor support others' attempts) to capture, copy, or download any Free Material from the Site.

You may use the Client to import Audio Book files that you have obtained independent of the Service and download them using the Client. Body Connection does not represent or warrant that the Client will successfully import or support any Audio Book files not part of the Service. Further, Body Connection does not purport to grant you any rights to use such files.

You may not use the Service to transmit, display, perform or otherwise make available any messages, content or materials (i) that are illegal, obscene, threatening, of a "spamming" nature, defamatory, or invasive of privacy; (ii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer systems; or (iii) that infringe third-party rights or harm minors in any way; all as determined by Body Connection in its sole discretion.

Charges / Billing

By using the Service, you are expressly agreeing that we are permitted to bill you including any applicable tax and any other charges you may incur in connection with your use of the Service. When you purchase any items from the Service, you are required to give us a valid credit card as your "Payment Method." As used in this Agreement, "billing" shall indicate a charge, as applicable, against your Payment Method. The billing fee will be billed at the time any Service is performed (i.e., purchasing a Digital MP3 Player or Downloading an Audio Book from the Site). We will automatically bill your Payment Method each time a Service is performed. All fees and charges are final. Items ordered in error or ordered maliciously, if unopened and unused may be refunded as a matter of business courtesy.  All refunds are at the discretion of Body Connection.  We may change the fees and charges in effect, or add new fees and charges from time to time. If there is a change in your credit card validity or expiration date, you may edit your Payment Method information by clicking on the "My Account" button, on the Body Connection home page. If you’re Payment Method reaches its expiration date, your continued use of the service constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts. You are responsible for keeping your account secure and confidential and you will be responsible for any charges that are incurred by any person through your account. All charges will be billed to the billing payment method you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that information in the appropriate section of the "My Account" area.

You can find the specific details regarding your account with Body Connection at anytime by clicking on the "My Account" link, located at the bottom of the AudioShape home page.

Termination

We reserve the right to terminate your account for any or no reason.

Body Connection may in its sole discretion terminate or suspend your account at any time without notice to you in the event that you breach (or Body Connection reasonably suspects that you have breached) any provision of this Agreement. If Body Connection terminates this Agreement or suspends your account due to a suspected breach by you, it shall have no liability or responsibility to you. You understand and agree that upon cancellation of your account and Service, it is your sole right to appeal the cancellation to remedy with respect to any dispute with Body Connection.

International Considerations

Currently, the Service is only available to residents of the United States. You understand and acknowledge that you may not sign up for, access, or attempt to access or use the Service from countries outside of the U.S.A. You agree to abide by U.S.A. and other applicable export control laws and further, not to upload to the Service any data or software that cannot be exported.

Promotions and Advertising

You agree that Body Connection and/or its business partners reserve the right to run advertisements in the Client without payment to you. The timing, frequency, placement and extent of advertising by us within the pages comprising Body Connection.com or Body Connection and/or its business partners is subject to change and shall be determined by us at our sole discretion. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through Body Connection.com or Body Connection and/or its business partners including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser.

Links to Third-Party Sites

The Service may present links to third-party websites not owned or operated by Body Connection. Body Connection is not responsible for the availability of these sites or their content. You agree that Body Connection is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site.

Remedies

You agree that any unauthorized use of the Service or any related software or materials would result in irreparable injury to Body Connection and/or its affiliates or licensors for which money damages would be inadequate, and in such event Body Connection, its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this Agreement shall be construed to limit remedies available pursuant to statutory or other claims that Body Connection, its affiliates and/or licensors may have under separate legal authority.

Indemnity

You agree to indemnify and hold harmless Body Connection and its agents, employees, representatives, licensors, affiliates, parents and subsidiaries from and against any and all claims, losses, demands, causes of action and judgments (including attorneys' fees and court costs) arising from or concerning your breach of this Agreement and your use of the Service or your actual or alleged violation of law or any third-party rights, including, but not limited to, intellectual property rights.

Disclaimers

THE SITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. NEITHER BODY CONNECTION, NOR ITS AFFILIATES, SUBSIDIARIES, OR DESIGNEES, NOR EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, "BODY CONNECTION ENTITIES") WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE BODY CONNECTION ENTITIES DO NOT WARRANT THE ACCURACY, INTEGRITY, OR COMPLETENESS OF THE CONTENT PROVIDED ON THE SITE OR THE PRODUCTS OR SERVICES OFFERED FOR SALE ON THE SITE. FURTHER, WE MAKE NO REPRESENTATION THAT CONTENT PROVIDED ON THE SITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES. WE SPECIFICALLY DISCLAIMS WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY BODY CONNECTION ENTITY SHALL CREATE A WARRANTY. YOU EXPRESSLY AGREE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK.

UNDER NO CIRCUMSTANCES SHALL ANY BODY CONNECTION ENTITY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED AT THE SITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BODY CONNECTION RECORDS, PROGRAMS OR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF BODY CONNECTION HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE AND SERVICES AVAILABLE THROUGH THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. OTHER THAN WHERE SO RESTRICTED, IN.  NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEEDS THE AMOUNTS PAID BY YOU TO BODY CONNECTION FOR THE SERVICE.

Law and Legal Notices

This Agreement and any other terms or documents referred to herein represent your entire agreement with Body Connection with respect to your use of the Service. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The laws of the State of Wisconsin govern this Agreement and your use of the Service, excluding any conflict of laws provisions. You expressly agree that the courts in the State of Wisconsin, Dane County, have exclusive jurisdiction and venue over any claim or dispute with Body Connection.

Body Connection Trademark Usage Guide

Definition of Body Connection Service

Body Connection is the provider of the Body Connection Service ("the Service") that permits you to purchase digital equipment and download digital content - under certain terms and conditions as set forth in this Agreement and the Body Connection Terms and Conditions.

Guidelines for Trademarks and Copyrights

These guidelines are for Body Connection licensees, authorized resellers, customers, and other parties wishing to use Body Connection’ trademarks, service marks or images in promotional, advertising, instructional, or reference materials, or on their web sites, products, labels, or packaging. Use of the Body Connection Logo for commercial purposes without the prior written consent of Body Connection constitutes trademark infringement and unfair competition in violation of federal and state laws. Use of Body Connection trademarks is prohibited unless expressly authorized by Body Connection. Unless set forth in a separate agreement, all Licensees, Authorized Resellers, or Strategic Partners must comply with the following trademark usage guidelines. Body Connection may modify these guidelines from time to time, and such changes shall be effective upon posting of the guidelines for your review.

The Body Connection trademarks, service marks, trade names, and trade dress are valuable assets of Body Connection. By using the Marks, in whole or in part, you acknowledge that Body Connection is the sole owner of the Marks, and you promise that you will not interfere with the Body Connection rights in the Marks, including challenging the Body Connection use or registration of the Marks, alone or in combination with other words, anywhere in the world, and that you will not harm, misuse, or bring into disrepute the Marks. The goodwill derived from using any part of the Marks exclusively inures to the benefit of and belongs to Body Connection. Except for the limited right to use as expressly permitted under these Guidelines, no other rights of any kind are granted hereunder, by implication or otherwise. If you have any questions regarding these guidelines, please talk contact Body Connection.

Authorized Use of Body Connection Trademarks

Advertising, Promotional, and Sales Materials: Only Body Connection and its authorized Resellers and other Licensees may use the Marks in advertising, promotional, sales materials, or other commercial uses. Body Connection Authorized Resellers and Strategic Partners may use the Body Connection Logo only as specified in their Reseller or Strategic Partnership Agreement and such use must always be in conjunction with the appropriate terms that define the relationship authorized by their contract with Body Connection.

Publications: You may use the Marks in connection with book titles, magazines, periodicals, seminars, or conferences provided you comply with the following requirements:

a. The use reflects favorably on both Body Connection and Body Connection products or technology.

b. Your name and logo appear more prominent than the Body Connection word mark on all printed materials related to              the publication, seminar or conference.

c. The Body Connection Logo or any other Body Connection -owned graphic symbol, logo, icon or image does not                       appear on or in the publication or on any materials related to the publication, seminar, or conference without                         express written permission from Body Connection.

d. A disclaimer of sponsorship, affiliation, or endorsement by Body Connection, similar to the following, is included on                 the publication and on all related printed materials: "(Title) is an independent (publication) and has not been                         authorized, sponsored, or otherwise approved by Body Connection LLC."

Unauthorized Use of Body Connection Trademarks

Company, Product, or Service Name: You may not use or register, in whole or in part, Body Connection, or any other Body Connection trademark, including Body Connection -owned graphic symbols, logos, icons, or an alteration thereof, as or as part of a company name, trade name, product name, or service name except as specifically noted in these guidelines.

Body Connection Logo and Body Connection -owned Graphic Symbols: You may not use the Body Connection Logo or any other Body Connection -owned graphic symbol, logo, or icon on or in connection with web sites, products, packaging, manuals, promotional/advertising materials, or for any other purpose except pursuant to an express written trademark license from Body Connection.

Endorsement or Sponsorship: You may not use the Marks, including Body Connection -owned graphic symbols/logos, or icons, in a manner that would imply Body Connection’s affiliation with or endorsement, sponsorship, or support of a third-party product or service, without express authorization.

Merchandise Items: You may not manufacture, sell or give-away merchandise items, such as T-shirts and mugs, bearing the Marks, including symbols, logos, or icons, except pursuant to an express written trademark license from Body Connection.

Body Connection’s Trade Dress: You may not imitate the distinctive Body Connection packaging, web site design, logos, or typefaces. Slogans and Taglines: You may not use or imitate an Body Connection slogan or tagline.

Proper Trademark Notice and Attribution

1. Distribution Within the United States Only

a. On product, product documentation, or other product communications that will be distributed only in the United                      States, use the appropriate trademark symbol (TM,) the first time the Body Connection trademark appears in the                   text of the advertisement, brochure, or other material.

b. Refer to the Body Connection Trademark List for the correct trademark symbol, spelling of the trademark, and                         generic term to use with the trademark. Generally, the symbol appears at the right shoulder of the trademark.

c. Include an attribution of Body Connection’s ownership of the Marks within the credit notice section of your product,                product documentation, or other product communication. Following are the correct formats:

Body Connection and Live Healthy…Live Happy are trademarks of Body Connection LLC.  AudioShape and A Novel Approach To Fitness are trademarks of Body Connection LLC.  SOLO and Go Wireless, Go SOLO are trademarks of Body Connection LLC. 

Copyright Information

The Service contains and/or comprises copyrighted or other proprietary subject matter, and your use of it is governed by this Agreement, certain end-user license agreements, and applicable law. You may not alter, merge, modify, adapt or translate the Service, or decompile, reverse engineer, disassemble, or otherwise reduce the Service to a human-perceivable form. You may not sell, rent, lease, or sublicense the Service. You may not modify the Service or create derivative works based upon the Service. You may not export the Service into any country prohibited by the United States Export Administration Act and the regulations hereunder.

Body Connection respects the intellectual property rights of others, and it expects you to do the same. If you know of or suspect that any use of the Service constitutes copyright infringement, please send a notice to Body Connection via the “Contact Us” area of the Site.

Body Connection actively and aggressively enforces its intellectual property rights to the fullest extent of the law.

The illegal copying of Protected Audio Books is a crime! In the United States and many other countries, copyright law provides for severe civil and criminal penalties for the unauthorized reproduction or distribution of copyrighted material. Copyrighted material includes, but is not limited to, computer programs and accompanying sounds, images and text. Under U.S. law, infringement may result in civil damages of up to $150,000 and/or criminal penalties of up to five years imprisonment and/or a $250,000 fine.

If Body Connection receives a notice alleging that you have engaged in behavior that infringes the intellectual property rights of Body Connection or a third party, Body Connection may suspend or terminate your account without notice to you. If Body Connection suspends or terminates your account under this paragraph, it shall have no liability or responsibility to you.

COPYRIGHT INFORMATION

You represent that you are the lawful owner or licensee of the material you use with Body Connection, including all downloads you select to use. Body Connection is not liable for any action taken against you for illegal use of copyrighted work while using the Body Connection service.

CONTACT BODY CONNECTION

You may contact Body Connection if you have any questions regarding this Agreement, the Service, billing, or your account.

Body Connection LLC.

1223 West Main Street #305

Sun Prairie, WI 53590

or contact us on our website: www.audioshape.com

© 2009 Body Connection LLC All rights reserved.