Effective Date: February 5, 2007

This document (the "Agreement") is a legal contract between you and Baby Toys Records that governs your use of Baby Toys Records's online music services (the Baby Toys Records subscription services, etc.) available at www.babytoysrecords.com (together the "Service"). The terms below will apply to you if you use the Service by any manner except music that is distributed under Baby Toys Records Free License (BTR-FL). Albums distributed underBaby Toys Records Free Music License (BTR-FML) are marked with the label "This album is distributed under Baby Toys Records Free Music License (BTR-FML)".

NOTICE

Baby Toys Records may from time to time modify these terms and post a copy of the amended Agreement at http://babytoysrecords.com/TermsAndConditions.aspx. If you do not agree to (or cannot comply with) the Agreement as amended, your only remedy is to stop using the Service, including cancelling your subscription. 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 agree to and enter into this Agreement on your own behalf and to register for use of the Service. If you are under 18 but at least 13 years of age, you must present this Agreement to your parent or legal guardian, and he or she must check the box below to enter into this Agreement on your behalf. Children under the age of 13 may not register for this Service, and parents or legal guardians may not register on their behalf. By checking the box indicating your acceptance to this Agreement, you represent that (1) you have read, understood and agree to be bound by this Agreement and (2) you are at least 18 years old, either entering into this Agreement for yourself or entering on behalf of your child or a child in your legal care. If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his or her use of the Service, including all financial charges and legal liability that he or she may incur. If you do not agree to (or cannot comply with) any of these terms and conditions, do not check the acceptance box and do not attempt to access the Service.

DESCRIPTION OF SERVICE

The Service allows you to download Demo Tracks (as defined below) and obtain downloads of sound recordings ("Tracks") and related digital content ("Materials"). To access the Service, you will need to a regular internet browser with active java scritps. From time to time, you may also be required to install other software made available through the Service. You may also need to install certain third-party software. You are responsible for any hardware, systems and/or software program(s) you use and any associated fees and expenses to connect to or use the Internet,. The Service, the Tracks and/or the Materials (including any Baby Toys Records promotional offers or codes redeemable for the Service, the Tracks and/or the Materials) are only for your personal, non-commercial use and are non-transferable (except as otherwise expressly authorized by Baby Toys Records).

SUBSCRIPTION

To use the Service, you must subscribe and provide a valid email address. After buying a subscription you will receive a default password, which you must change after first logon. Your e-mail address and password are "Registration Data". You agree to provide accurate Registration Data and to update your Registration Data as necessary to keep it accurate. Baby Toys Records will use your Registration Data in accordance with its privacy policy, which you can review at http://www.babytoysrecords.com/PrivacyPolicy.aspx

You agree that you will not allow others to use your email password and/or account and you are solely responsible for maintaining the confidentiality and security of your account. You agree to notify Baby Toys Records immediately of any unauthorized use of your password and/or account. Baby Toys Records will not be responsible for any losses arising out of the unauthorized use of your login email , password and/or account and you agree to indemnify and hold harmless Baby Toys Records, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.

USE OF SERVICE, TRACKS AND MATERIALS

Tracks and Materials. The Tracks and Materials are owned by Baby Toys Records, its business partners, affiliates and/or licensors, as applicable, and are protected by intellectual property laws. You agree that the content rights holders that license their musical or other content to Baby Toys Records 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 understand that your use of the Tracks and Materials is subject to the Usage Rules discussed below. You may not authorize, encourage or allow any Tracks or Materials used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by anyone else. You agree to advise Baby Toys Records promptly of any such unauthorized use(s).

Usage Rules. Your access to and/or use of any Track(s) will be limited by the rules assigned to the Track(s) by Baby Toys Records ("Usage Rules") and described in this section. You may not attempt (or support others' attempts) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with any Usage Rules or Tracks. Baby Toys Records reserves the rights to modify the Usage Rules at any time.

A "Demo Track" is a portion of a Track or, in some cases, an entire Track or promotional music video that you can download directly from the Service on a promotional basis at no cost to you. You may play and download as many Demo Track as you like.

A "Full Track" is a Track that you may (1) save to the hard drives of up to three (3) of your personal computers and play back at any time, (2) burn to a CD and/or (3) transfer to a compatible portable device. You may download Full Tracks after paying for valid subscription to service. Any security technology that is provided with a Full Track is an inseparable part of it. If you have Full Tracks, it is your responsibility not to lose, destroy or damage them. Baby Toys Records will have no liability to you in the event of any such loss, destruction, or damage.

You may burn each Full Track to a CD and transfer each Full Track to portable devices only for your personal use.

The burning or transfer capabilities provided for herein will not operate to waive or limit any rights of the copyright owners in Tracks or Materials or any works embodied in them.

All rights not expressly granted to you in this Agreement are reserved to Baby Toys Records and/or its licensors.

Downloading Tracks. You can use an internet browser with ava script supoort to download Full Tracks. The Service currently only supports OGG (Ogg Vorbis) media files. Baby Toys Records does not purport to grant you any rights to use any such song files. Your use of such song files must be subject to another grant of rights that you have received from the copyright holder(s) and any other legal rights holders (please note that there may be more than one copyright involved in any track). If you violate the copyright laws, there may be fines or criminal charges brought against you, even if you don't get any commercial benefit from the illegal copies. You agree to indemnify and hold harmless Baby Toys Records, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for all claims resulting from your use of such song files and/or from your violation of any copyright laws by such use.

Loss of Rights by Baby Toys Records. Baby Toys Records may at any time lose the right to make certain Tracks and/or Materials available. In such event, you will no longer be able to download these Tracks and/or Materials

Delivery of Products. On occasion, technical problems may delay or prevent delivery of Full Tracks and Materials to you. Your sole remedy with respect to Full Tracks and any Materials that are not delivered will be either replacement of such products or refund of the price paid for such content, at Baby Toys Records's discretion.

Customer Support. Please direct any questions concerning the Service, and/or Usage Rules to a Baby Toys Records customer service representative by sending e-mail to support@babytoysrecords.com.

Right to Change Subscription Fees. All subscription fees are subject to change on a prospective basis upon notice from Baby Toys Records. If you do not accept the new fees, you should terminate your subscription immediately.

Cancelation. You can cancel your annual subscription by delivering e-mail to Baby Toys Records support e-mail (support@babytoysrecords.com). Baby Toys Records will reasonably attempt to return a cancellation confirmation to your email address. You should retain this confirmation as a record of your cancellation. If you cancel your annual subscription, Baby Toys Records will not refund any remaining portion of your subscription fees. Cancellation will take effect at the end of subscription year.

Restrictions. You may not use the Service, to transmit, display, perform or otherwise make available any messages, content or materials (1) that are illegal, obscene, threatening, of a "spamming" nature, defamatory, or invasive of privacy; (2) 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 (3) that infringe third-party rights or harm minors in any way. You may not interfere with or disrupt the Service or any networks connected to or by the Service. In addition, you may not use a false email address or otherwise mislead other members as to your identity or to the origin of a message or content. By inputting data, or engaging in any other form of communication through the Service, you agree that Baby Toys Records may copy, sublicense, adapt, transmit, publicly perform or display any such content to provide and/or promote the Service and/or to respond to any legal requirement, claim or threat. If Baby Toys Records's use of such content exploits any proprietary rights you may have in such material, you agree that Baby Toys Records has an unrestricted, royalty-free, non-exclusive and perpetual worldwide right do so. You agree that any loss or damage of any kind that occurs as a result of the use of any messages, content or material that you upload, post, transmit, display or otherwise make available through your use of the Service is solely your responsibility.

CHARGES / BILLING

Agreement to Pay. You agree to pay for annual subscription to have ability to download Full Tracks.

Right to Change Prices. All prices for products within the Service are subject to change by Baby Toys Records at any time.

Electronic Contracts. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases. To the extent that such electronic purchases are offered to you by a third party, you acknowledge that Baby Toys Records will not be responsible or liable to you for the products or services purchased.

PRIVACY

For additional information regarding Baby Toys Records's use of information collected in connection with the Service, please refer to Baby Toys Records's Privacy Policy, a copy of which is available at http://www.babytoysrecords.com/PrivacyPolicy,aspx and which is expressly made part of this Agreement.

COPYRIGHT INFORMATION

As noted above, the Service, the Tracks, and the Materials contain and/or comprise copyrighted or other proprietary subject matter, and your use of them is governed by this Agreement, certain end-user license agreements, and applicable law.

Baby Toys Records 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, Tracks and/or Materials constitutes copyright infringement, please send a notice to Baby Toys Records support e-mail (support@babytoysrecords.com).

PATENT AND TRADEMARK

All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of Baby Toys Records and/or its affiliates, licensors and/or licensees. You may not copy, display or use any of these marks without prior written permission of the mark owner. The Service and the Client (and portions of them) may be protected under patent law and may be the subject of issued patents and/or pending patent applications.

VIOLATION OF INTELLECTUAL PROPERTY RIGHTS

If Baby Toys Records receives a notice alleging that you have engaged in behavior that infringes Baby Toys Records's or other's intellectual property rights or reasonably suspects the same, Baby Toys Records may suspend or terminate your account without notice to you. If Baby Toys Records suspends or terminates your account under this paragraph, it shall have no liability or responsibility to you, including for any amounts that you have previously paid.

PROMOTIONS AND ADVERTISING

Baby Toys Records and/or its business partners may present advertisements or promotional materials on or through the Service. Your participation in any promotional event is subject to the terms and conditions associated with that event. Your dealings with, or participation in promotions of, any third-party advertisers on or through the Service are solely between you and such third-party. You agree that Baby Toys Records shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Service.

LINKS TO THIRD-PARTY SITES

The Service may present links to third-party websites not owned or operated by Baby Toys Records. Baby Toys Records is not responsible for the availability of these sites or their contents. You agree that Baby Toys Records 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.

MODIFICATIONS TO SERVICE

Baby Toys Records reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, without any liability to you or to any third party.

REMEDIES

You agree that any unauthorized use of the Service, the Tracks, the Materials, or any related software or materials would result in irreparable injury to Baby Toys Records and/or its affiliates or licensors for which money damages would be inadequate, and in such event Baby Toys Records, 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 Baby Toys Records, its affiliates and/or licensors may have under separate legal authority.

INDEMNITY

You agree to indemnify and hold harmless Baby Toys Records 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, the Tracks, the Client or the Materials and to reimburse them on demand for any losses, costs or expenses they incur as a result thereof.

TERMINATION

Baby Toys Records may in its sole discretion terminate this Agreement or suspend your account at any time without notice to you in the event that you breach (or Baby Toys Records reasonably suspects that you have breached) any provision of this Agreement. If Baby Toys Records terminates this Agreement, or suspends your account for any of the reasons set forth in this paragraph, it shall have no liability or responsibility to you, and Baby Toys Records will not refund any amounts that you have previously paid.

You understand and agree that your cancellation of your account and Service membership is your sole right and remedy with respect to any dispute with Baby Toys Records.

DISCLAIMERS

You understand and agree that your use of the Service, Tracks, and the Materials is at your own sole risk. THE SERVICE, TRACKS AND MATERIALS (THE "PRODUCTS") ARE PROVIDED "AS IS" AND WITHOUT WARRANTY BY BABY TOYS RECORDS OR ITS AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS (THE "BABY TOYS RECORDS ENTITIES"), AS APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE BABY TOYS RECORDS ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THE BABY TOYS RECORDS ENTITIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD ANY BABY TOYS RECORDS ENTITY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING (INCLUDING ANY SOFTWARE OR SYSTEMS YOU USE TO ACCESS) THE SERVICE OR USING THE PRODUCTS INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE OR SYSTEMS OR PORTABLE DEVICES YOU USE TO ACCESS THE SAME . NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE BABY TOYS RECORDS ENTITIES.

BABY TOYS RECORDS MAKES NO WARRANTY THAT ANY PARTICULAR CD BURNER, MEDIA FILES PLAYER OR PORTABLE DEVICE WILL BE COMPATIBLE WITH THE TRACKS.

UNDER NO CIRCUMSTANCES SHALL ANY BABY TOYS RECORDS ENTITY BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE, TRACKS, MATERIALS AND/OR THE CLIENT.

UNDER NO CIRCUMSTANCES SHALL ANY BABY TOYS RECORDS ENTITY BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF THE BABY TOYS RECORDS ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE BABY TOYS RECORDS ENTITIES SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED 100 RUSSIAN RUBLES.

LAW AND LEGAL NOTICES

This Agreement and any other terms or documents referred to herein represent your entire agreement with Baby Toys Records 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 Russia, Vladimir Region excluding its conflicts of law rules, govern this Agreement and your use of the Service, the Tracks and the Materials. You expressly agree that the courts in the Vladimir region, Russia have exclusive jurisdiction over any claim or dispute with Baby Toys Records or relating in any way to your account or your use of the Service, the Tracks and the Materials. You further agree and expressly consent to personal jurisdiction over you in the federal and state courts in Vladimir Region in connection with any such dispute including any claim involving Baby Toys Records or its partners, parents, licensors, affiliates, subsidiaries, employees, contractors, officers, directors or suppliers.