1. Your Acceptance
ACCESS TO AND USE THE THIS WORLD WIDE WEB SITE (hereinafter “Tonemine Website”) WHICH IS OWNED AND OPERATED BY LETSTALK.COM, INC., A DELAWARE CORPORATION (hereinafter “Tonemine”) IS PROVIDED SUBJECT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN.

BY USING AND/OR VISITING THIS TONEMINE WEBSITE, YOU SIGNIFY YOUR ASSENT TO THESE TERMS AND CONDITIONS (the "Terms of Service").

PLEASE READ THESE TERMS CAREFULLY.  USE OF THE TONEMINE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.  TONEMINE RESERVES THE RIGHT TO UPDATE THE TERMS OF SERVICE AT ANY TIME AS NEEDED.  THEREFORE, YOU SHOULD CHECK THESE TERMS OF SERVICE UPON EACH VISIT TO THE TONEMINE WEBSITE.   THE MOST CURRENT VERSION OF THE TERMS OF SERVICE CAN ALWAYS BE ACCESSED AT THE TONEMINE WEB SITE. BY USING OR ACCESSING THE TONEMINE WEBSITE, YOU AGREE TO THESE TERMS OF SERVICE.

IF YOU DO NOT AGREE TO ANY OF THESE TERMS, PLEASE DO NOT USE OR ACCESS THE TONEMINE WEBSITE. 

2. Your Age and Your Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Tonemine Website is not intended for children under 13. If you are under 13 years of age, then please do not use the Tonemine Website—there are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

3. Tonemine Website Access and Use

A. Subject to the Terms of Service, Tonemine allows the users of the Tonemine Website to compose and or upload ring tones (which may be created either alone or together with others and will be deemed a “User Submission” (see  definition below)), send them to phones and share them with other users of the Tonemine Website.   Tonemine grants you permission to use the Tonemine Website as more specifically set forth herein, provided that: (i) your use of the Tonemine Website is solely for your personal, noncommercial use; (ii) except to the extent expressly permitted with respect to User Submissions (defined below), you will not copy or distribute any part of the Tonemine Website in any medium without Tonemine's prior written authorization; (iii) except to the extent expressly permitted with respect to User Submissions (defined below), you will not alter or modify any part of the Tonemine Website other than as may be reasonably necessary to use the Tonemine Website for its intended purpose; (iv) you agree not to collect or harvest any personally identifiable information, including account names, from the Tonemine Website, nor to use the communication systems provided by the Tonemine Website for any commercial solicitation purposes; (v) you agree not to solicit, for commercial purposes, any users of the Tonemine Website; (vi) You do not use the Tonemine Website in any manner that could damage, disable, overburden, or impair any Tonemine server, or the Tonemine network, or interfere with any other party's use and enjoyment of the Tonemine Website; (vii) you do not attempt to gain unauthorized access to the Tonemine Website, other accounts, computer systems or networks connected to any Tonemine server, through hacking, password mining or any other means; (viii) You do not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Tonemine Website; (ix) you do not use or export or re-export any Materials or User Submissions or any copy or adaptation of such materials, or any product or service offered on the Tonemine Website, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations; and/or (x) you do not use the Tonemine Website for any purpose that is unlawful or prohibited by these Terms of Service.

B. In order to access some features of the Tonemine Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Tonemine immediately of any breach of security or unauthorized use of your account. Although Tonemine will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Tonemine or others due to such unauthorized use.

C. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Tonemine Website in a manner that sends more request messages to the Tonemine servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, Tonemine grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials.  Tonemine reserves the right to revoke these exceptions either generally or in specific cases.

D. Any software that is made available to download from the Tonemine Website ("Software") is the copyrighted work of Tonemine and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which is provided to you by Tonemine, executed by the parties, or otherwise accompanied or included with the Software ("License Agreement").

4. Tonemine Materials; Marks

The information, artwork, graphics, text, video, sounds, audio, photos, software, scripts, or any interactive features and the like contained on the Tonemine Website (specifically excluding all User Submissions)  (collectively, "Materials") are owned by Tonemine and its licensors and protected by copyright and other laws. You understand that the Materials included on the Tonemine Website have been compiled by Tonemine from a variety of sources and may contain technical inaccuracies or typographical errors and are subject to change without notice.

The trademarks, service marks and logos contained on the Tonemine Website ("Marks"), are owned by or licensed to and used by Tonemine, subject to trademark, copyright and other intellectual property rights under United States and foreign laws and international conventions. No license to use any Marks of Tonemine or its licensors is granted hereunder.  All Tonemine marks must be accompanied by a reference Tonemine's ownership thereof.  Tonemine's trademarks may be used publicly with permission only from Tonemine. Fair use of Tonemine's trademarks in advertising and promotion of Tonemine products requires proper acknowledgement.

The Tonemine services, the Materials and the Marks are provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise used in any way or exploited for any other purposes whatsoever other than explicitly permitted hereunder without the prior written consent of the respective owners. Tonemine reserves all rights not expressly granted in and to the Tonemine Website and the Materials and the Marks. You agree to not engage in the use, copying, or distribution of any of the Materials or the Tonemine Website other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Tonemine Website for any commercial purposes. If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Tonemine Website or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Tonemine Website or the Materials therein.

5. User Submissions; License You Grant to the User Submissions

A. The Tonemine Website may now or in the future permit the submission, down/uploading, posting, hosting, sharing, using and/or publishing of or creation of content by you (either together with others or alone), including without limitation, ring tones, text, audio and/or videos or other communications (collectively "User Submissions"). You understand that whether or not such User Submissions are hosted, posted and/or published, Tonemine does not restrict the use of or guarantee any confidentiality with respect to any such User Submissions. By submitting, down/uploading, posting, sharing, and/or publishing a User Submission you warrant and represent that you own, have sufficient licenses to or otherwise control all of the rights to your User Submission to the extent required herein.

B. You shall be solely responsible for any User Submissions. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Tonemine and the other Tonemine Website users to use all necessary proprietary or property rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Tonemine Website and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Tonemine Website and these Terms of Service. For clarity, you and your licensees retain all of your ownership rights in your UserSubmissions. However, by submitting the User Submissions to Tonemine, you agree to and hereby do grant Tonemine a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Tonemine Website and/or Tonemine's  business (and any Tonemine’s successor’s business), including without limitation for promoting and redistributing part or all of the Tonemine Website (and derivative works thereof) in any media formats and through any media channels now or later developed. You also agree to and hereby do grant each user of the Tonemine Website a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to license to access your User Submissions through the Tonemine Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions. For the avoidance of any doubt, you also specifically understand and agree that, the foregoing license granted by you  is perpetual and non-revocable and that termination of this Agreement shall not affect any licenses granted in connection with such User Submission prior to the termination of this Agreement; Furthermore, no compensation will be paid with respect to the licenses granted to the User Submissions.

C. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights and/or have permission from their rightful owner to use material as contemplated herein and to grant Tonemine and the Tonemine users all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Tonemine or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; and/or (v) impersonate another person. Tonemine does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Tonemine expressly disclaims any and all liability in connection with User Submissions. Tonemine does not permit copyright infringing activities and infringement of intellectual property rights on its Tonemine Website, and Tonemine will remove all Materials and User Submissions if properly notified that such Materials or User Submission infringes on another's intellectual property rights. Tonemine reserves the right to remove Materials and User Submissions at any time without prior notice. Tonemine will also terminate a User's access to its Tonemine Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than once and/or has had a User Submission removed from the Tonemine Website. Tonemine also reserves the right to decide whether Materials or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Tonemine may remove such User Submissions and/or terminate a User's access to the Tonemine Website or access to abilities to submit such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

D. No compensation will be paid with respect to the licenses granted with respect to the User Submission. Tonemine is under no obligation to post or use any User Submission you may provide and Tonemine may remove any User Submission at any time in its sole discretion.

E. You understand that when using the Tonemine Website, you will be exposed to User Submissions from a variety of sources, and that Tonemine is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, and/or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Tonemine with respect thereto.

F. Tonemine permits you to link to User Submissions on the Tonemine Website for personal, non-commercial purposes only. In addition, Tonemine may provide access to an Embeddable Player feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Tonemine Website, provided that you include a prominent link back to the Tonemine Website on the pages containing the Embeddable Player. Tonemine reserves the right to discontinue any aspect of the Tonemine Website at any time.

6.  Notice and Procedure for Making Claims of Copyright Infringement.
Tonemine respects the intellectual property rights of others, and we ask our users to do the same. Tonemine may, in its sole discretion, terminate the accounts of users who violate others' intellectual property rights.  In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other Material available on the Tonemine Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent (see contact information below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Tonemine customer service through http://www.tonemine.com/help.asp You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

See the Privacy Statement http://www.tonemine.com/privacy.asp regarding the collection and use of your personally identifiable information.

8.  Third Party Websites

The Tonemine Website may contain links to third party websites that are not owned or controlled by Tonemine. Tonemine has no control over, and assumes no responsibility for, the content, communications, privacy policies, or practices of any third party websites. In addition, Tonemine will not censor or edit the content of any third-party site. By using the Tonemine Website, you expressly relieve Tonemine from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Tonemine Website and to read the terms of use and privacy policy of each other website that you visit.

9. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE TONEMINE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, TONEMINE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TONEMINE WEBSITE, ANY SERVICES OR CONTENT PROVIDED THROUGH THE WEBSITE, MATERIAL, MARKS, USER SUBMISSION, AND YOUR USE THEREOF. TONEMINE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR TECHNOLOGY AVAILABLE THROUGH THE TONEMINE WEBSITE OR ANY SITES LINKED TO THE TONEMINE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT AND/OR TECHNOLOGY, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE TONEMINE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR TECHNOLOGY OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE TONEMINE WEBSITE. TONEMINE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE TONEMINE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND TONEMINE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

10. Limitation of Liability

IN NO EVENT SHALL TONEMINE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY SERVICES, CONTENT OR TECHNOLOGY AVAILABLE THROUGH THE TONEMINE WEBSITE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE TONEMINE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE TONEMINE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE TONEMINE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE TONEMINE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT TONEMINE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Tonemine Website is controlled and offered by Tonemine from its facilities in the United States of America. Tonemine makes no representations that the Tonemine Website is appropriate or available for use in other locations. Those who access or use the Tonemine Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11. Indemnity

You agree to defend, indemnify and hold harmless Tonemine, its affiliated companies, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Tonemine Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Tonemine Website.

12. Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, except that you agree to and hereby do assign the license you granted herein to any successor of interest in your rights to the User Submissions.  Tonemine may assign its rights and licenses to a successor in interest of its assets or interest or to an affiliate of Tonemine.

13. General

You agree that: (i) the Tonemine Website shall be deemed solely based in California; and (ii) the Tonemine Website shall be deemed a passive website that does not give rise to personal jurisdiction over Tonemine, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Tonemine that arises in whole or in part from the Tonemine Website shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California. These Terms of Service, together with the Privacy Notice at http://www.tonemine.com/privacy.asp and any other legal notices published by Tonemine on the Website, shall constitute the entire agreement between you and Tonemine concerning the Tonemine Website. If any provision of these Terms of Service is deemed invalid, unenforceable, or void by a court of competent jurisdiction or other tribunal of competent jurisdiction, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Service, so that these Terms of Service shall remain in full force and effect; Specifically the parties agree that the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Tonemine's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Tonemine reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Tonemine Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND TONEMINE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TONEMINE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.