USER AGREEMENT

BY REGISTERING AT PODSHOWCREATOR.COM, OR BY USING THIS SITE, YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. PLEASE READ ALL OF THIS USER AGREEMENT CAREFULLY.

1. PODSHOWCREATOR.COM is provided by Epoia Interactive Studios, LLC (the "Company"). The PODSHOWCREATOR.COM service (the "Service") is provided to you ("you" or "User") under the terms and conditions set forth in this User Agreement ("User Agreement"); any present and future amendments to the User Agreement; and any other operating rule or policy published by the Service that includes an indication that it applies to a User (collectively, "User Terms and Conditions"). Company reserves the right, in its sole discretion, to modify, add or delete all or part of the User Terms and Conditions at any time without notice to you, and you are responsible to check the most current version of the Terms and Conditions at this site. By continuing to use the Service after changes are posted, you agree that you will be bound by any such modification, addition or deletion as it is published by Company at http://www.podshowcreator.com.

2. Company's Service includes (i) facilitating the Users to upload files to our network for to create podcasts; (ii) facilitating consumers' Subscriptions to and downloading of User's podcasts; (iii) measuring the popularity of User's podcasts based upon number of Subscriptions and/or downloads; and (iv) facilitating advertisers placing ads on User's podcasts. You acknowledge and agree that Company has no control over the quality, safety or legality of the podcasts or the activities to which the Services pertain.

3. Company may, at its own discretion, change its fee policies at any time. Any change to the fee policies will be provided to you with at least fourteen (14) days advance notice before becoming effective, and will be posted at http://www.podshowcreator.com. By continuing to use the Service past the effective date, you agree to the new fee structure as posted. You may cancel the Service without penalty if you do not agree to the new fee structure, and will be responsible for charges only through your cancellation date. Company may, at its sole discretion, change some or all of the Service at any time. You are responsible for paying all fees associated with your use of the Service, and for all applicable taxes.

4. In consideration of your use of the Service, you agree to:

a. Provide true, complete and accurate information about yourself ("User Registration Information") as you are prompted to by the Service's registration form; and

b. Maintain and update the User Registration Information in a timely manner to keep it true, complete and accurate.

You agree that the Company has the right to suspend and/or terminate your account, and to refuse any and all current or future use of the Service, if Company has reasonable grounds to suspect that any of the User Registration Information provided by you is untrue, incomplete, inaccurate, or no longer current.

5. User Registration Information and certain other information about you and your activities using the Service are subject to the Company Privacy Policy, which can be found at http://www.podshowcreator.com/privacy.

6. When you successfully complete the user registration process ("User Registration Process") for the Service, you will receive an account designation ("userid") and a password that permits you to utilize the Service. You agree that you are solely responsible for maintaining the confidentiality of the userid and the password. You release Company from any claim of liability arising directly or indirectly from any breach of the confidentiality of your userid and/or password. You agree to immediately notify Company when you learn of:

a. any unauthorized use of your password and/or userid;

b. any unauthorized use or modification of your podcast or any information related thereto (including without limitation User Registration Information, advertiser information, and any information concerning the Service's voice talent ("Talent")); or

c. any other actual or suspected security violation pertaining to your use of the Service.

You also agree to release Company from any claim of liability arising from any defect, error, loss of, or mishandling by Company or any third party of any of your User Registration Information, including, but not limited to, your userid and/or password.

7. You agree that the completeness, correctness, legality and accuracy of all information, including without limitation data, text, software, audio, video, animation, graphics (including without limitation photographs), Talent information, User Registration Information, advertiser information, promotional material, and any other material received by, sent from, processed by and sent or received through the Service, whether publicly posted, privately transmitted, or otherwise processed or handled by Company ("Content"), is the sole responsibility of the business or person from whom such Content first originated. You agree that you, and not the Company, are solely and completely responsible for any and all Content that you upload, post, e-mail, message or otherwise transmit to the Company, or to any third party using the Service. You agree to release the Company from any claim of liability for any defect in the accuracy, integrity, quality or confidentiality of any Content that is sent to, or received from, the Company, or that is sent to, or received by, any third party through the Service. You agree that in no way shall the Company be liable for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content uploaded, posted, e-mailed, messaged, or otherwise received from or transmitted to the Company, or received from or transmitted to a third party by the Service.

8. You agree to refrain from taking any action which would unfairly increase or inflate the number of subscriptions and/or downloads for your podcast ("Subscription Information"), including without limitation subscribing to your own podcast more than one time, or inducing others to subscribe to your podcast multiple times, or writing programs which "spoof" or otherwise falsely represent unique IP or internet addresses.

9. Company reserves all rights not expressly granted to you in this Agreement. Company retains all title, interest and ownership in and to all intellectual property and proprietary rights related to the Service, including, but not limited to, all copyright, patent, trademark, trade secret and other rights and interests of every kind or nature whatsoever in and to all works based upon, incorporated in, derived from, incorporating or relating to the Service or from which the Service is derived, as well as the right to exploit any of the foregoing in all media and by any manner and means now known or hereafter devised, throughout the Universe, in perpetuity.

10. You agree not to use the Service to:

Upload, post, e-mail, message or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racially or ethnically derogatory, contains a dangerous, hazardous, or unsafe formula or recipe, or is otherwise objectionable;

Harm minors in any way;

Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;

Forge headers or otherwise manipulate identifiers in any way in order to disguise the origin of any Content transmitted to Company, or sent from or received by any third party through the Service;

Upload, post, e-mail, message or otherwise transmit any Content that you do not have a right to transmit under any law or under any fiduciary or contractual relationship, including, but not limited to, inside information, proprietary and confidential information learned or disclosed directly or indirectly as part of an employment relationship or under a non-disclosure or confidentiality agreement;

Upload, post, e-mail, message or otherwise transmit any Content that infringes any patent, copyright, trademark, trade secret, or any other intellectual property or proprietary right or any personal or other right of any person or business;

Upload, post, e-mail, message or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, unsolicited promotional messages (spam), chain letters, pyramid schemes, or any other form of solicitation;

Upload, post, e-mail, message or otherwise transmit any material that contains software viruses or any other computer code, files, programs or data to modify without authorization, or destroy or limit the functionality or deny the service of, any computer software, computer hardware or telecommunications equipment;

Disrupt the normal flow of dialogue, cause a screen to scroll faster than another user of the Service is able to type, or otherwise act in a way that negatively affects a person's ability to engage in real time exchanges;

Interfere with or disrupt the Service or servers or networks connected to the Service, deny service to any person using the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, or any regulations having the force of law;

Stalk or otherwise harass another; or

Collect or store personal data about other users, or collect or aggregate information about a Subscriber's or an Advertiser's activities with respect to other users.

11. You acknowledge that Company does not pre-screen Content, and agree that Company and its authorized designees shall have the right, but not the obligation, at their sole discretion, to refuse, move, delete, add to or otherwise modify any Content that is transmitted using the Service. You agree to evaluate and bear any and all risks associated with the transmission, receipt and use of any Content, including any reliance upon the completeness, correctness, legality and accuracy of any Content. You completely and irrevocably release Company from any claim of liability arising from any defect whatsoever in the completeness, correctness, legality or accuracy of any Content.

12. You give your permission for Company to preserve any and all Content that is received by Company, including information received from you or about you, and you give your permission for Company to disclose such information if required to do so by law, or if Company has a good faith belief that the disclosure of such information is reasonably necessary to:

Comply with a legal process;

Enforce the User Terms and Conditions;

Respond to any claim that any Content violates the law and/or the rights of a third party; or

Protect the rights, property or personal safety of Company, its officers, directors, shareholders and employees; any users of the Service; any Subscribers; any Advertisers; and/or the general public.

13. You agree to comply with all local laws and rules in the country in which you reside and/or conduct business regarding online conduct, acceptable Content, and the transmission and receipt of information across international boundaries.

14. You agree to indemnify and hold Company and its subsidiaries, affiliates, officers, agents, directors, shareholders and employees, and any Talent, Subscribers, and Advertisers, harmless from and against all claims, damages, and expenses (including, without limitation attorney's fees) related to Content you submit, upload, post, e-mail, message or transmit through the Service, your use of the Service, your connection to the Service, your actual or alleged violation of the User Terms and Conditions, or your actual or alleged violation of any right of another party.

15. You agree not to reproduce, duplicate, copy, sell, resell, assign, transfer your interest, or exploit for any commercial or non-commercial purpose, any portion of the Service, use of the Service, or access to the Service.

16. You acknowledge and agree that Company may limit the number of times, and maximum duration for which, you may access the Service in a given period of time. You agree that Company has no responsibility or liability for the deletion of, or the failure to store, any information, messages or other Content that is received, transmitted or maintained by the Service. You agree that Company has no responsibility or liability for any inaccuracy, incompleteness or failure to keep confidential any information, messages or other Content that is received, transmitted or maintained by the Service. You acknowledge and agree that Company has the right to eliminate an account that is inactive for an extended period of time, and to delete without any liability whatsoever the contents thereof.

17. You acknowledge and agree that Company has the right at any time to modify and/or discontinue, temporarily or permanently, any or all of the Service without notice. You agree that Company shall not be liable to you or to any third party for any claim relating to the modification, suspension or discontinuance of the Service.

18. You agree that Company, at its sole discretion, may terminate your password, your userid, your account (or any part thereof), and/or your use of any or all of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, a lack of use, or low subscription rate, or if Company believes that you have violated or acted inconsistently with the letter and/or spirit of the User Terms and Conditions. You agree that Company may terminate your access to the Service without prior notice, and acknowledge and agree that Company may immediately deactivate or delete your account and all related information and files in your account and/or bar you from any further access to such files or the Service. You agree that Company shall not be liable to you or any third party for any termination of your access to the Service.

19. You acknowledge and agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of your correspondence or business dealings with Talent, Subscribers or Advertisers participating in the Service, including, but not limited to: subscription status; the receipt of services you deem to be inadequate or extra; payment; credits; promotions, including, but not limited to, rebates; dealings with other third parties; and any other terms, conditions, warranties or representations associated with such dealings.

20. You acknowledge and agree that Company shall not be responsible for any loss or damage of any sort incurred as a result of your exporting any of your information or Content from Company to any application program, personal or shared computer memory, server, Local Area Network, or any other entity external to Company.

21. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, goods or services on or available from such sites or resources. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, or reliance upon, any such Content, advertising, goods or services available on or through any such other site or resource.

22. Except as expressly authorized by Company, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part.

23. You agree that you will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or any other aspect of the Service, or act as a parasite with respect to the Service. You agree not to access the Service by any means other than through the interface that is provided by Company for use in accessing the Service.

24. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy Company's web pages or any information provided by or through Company without the express prior written permission of Company. You agree that you will not use any device, software or routine to interfere with, or attempt to interfere with, the proper operation of the Service.

25. ContentPay Service

ContentPay is an optional service which the Company offers in association with Amazon.com. Amazon.com is a third party company, and in no way affiliated with the Company or the Service beyond the specific offering of ContentPay through the Service. ContentPay requires that the User apply directly with Amazon.com for an Amazon Associates Agreement, and receive an Associate ID from Amazon.com. This Associate ID is the sole responsibility of the User to obtain, protect and make proper application of. By using ContentPay, User agrees that they are responsible to input their Associate ID correctly into the ContentPay registration forms, and fulfill all of their requirements under their Amazon Associates Agreement in order to receive proper compensation from Amazon.com. User agrees that the Company is in no way responsible for payment to User of commissions derived from the ContentPay program. All such payments are the responsibility of Amazon.com or its designees, and payable to the Amazon Associate.

The User agrees to notify the Company immediately if you believe that the ContentPay service is not operating correctly. The Company will investigate and attempt to remedy any defects in the operation of the Service as relates to ContentPay, but under no circumstances will be liable for the inability of the User or Subscribers to access the Service or ContentPay, to reach via hyperlinks the Amazon.com website or any of its related pages, to make purchases or to receive commissions from Amazon.com. The Company makes no warranty that the Amazon.com website will be accessible at any time, via hyperlinks from PODSHOWCREATOR.COM or otherwise.

The User agrees that any questions or disputes concerning product purchases or commission payments under the User's Amazon Associates Agreement are between the User and Amazon.com. The Company will have no information of any kind, including credit card information, regarding such purchases or commissions, nor the ability to affect their fulfillment or payment. Further, the Company makes no warranties of any kind concerning the products which may be purchased from any vendor via ContentPay.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT.

COMPANY MAKES NO WARRANTY WHATSOEVER THAT:

THE SERVICE WILL MEET YOUR REQUIREMENTS;

THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE;

THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE;

THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL USED OR OBTAINED BY YOU IN CONNECTION WITH THE SERVICE WILL MEET YOUR EXPECTATIONS; OR

ANY ERRORS IN THE SOFTWARE RELATED TO THE SERVICE WILL BE CORRECTED.

ANY USE OF THE SERVICE, AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR DISCRETION AND RISK, AND YOU WILL BE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH USE OR FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE USER TERMS AND CONDITIONS.

26. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, EMOTIONAL DISTRESS OR OTHER INTANGIBLE LOSSES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM:

a. THE USE OR THE INABILITY TO USE THE SERVICE;

b. THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;

c. THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

d. STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR

e. ANY OTHER MATTER RELATING TO THE SERVICE.

27. Promotion of User Content. User agrees that the Company may use the name of the User's podcasts, podpage, company name, and logo for the limited purpose of promoting the User's podcast on the Service. This use may, at the Company's sole discretion, include the posting of the User's name, logo, podcast name, or other identifying information in the Service's "Featured Shows", "Showcase" or other podcast directories which may be created within the Service. Additionally, the User agrees to allow the Company to identify the User as a User of PODSHOWCREATOR.COM, as well as the titles of the User's podcasts hosted on the Service, in press releases, presentations or other publicity. The User may specify to the Company that its name NOT be used in such a fashion by notifying the Company in writing, either by letter or by email to support@podshowcreator.com.

28. Notices to you may be made via e-mail or regular mail. The Service may also provide notices of changes to the User Terms and Conditions or other matters by displaying notices or links to notices to you generally on the Service. Modifications to the User Terms and Conditions will be posted at http://www.podshowcreator.com.

29. "PODSHOWCREATOR", PODSHOWCREATOR.COM", "EPOIA", "EPOIA INTERACTIVE STUDIOS", and other Company logos and product and service names are trademarks and/or trade names of Company (the "Company Marks"). You agree not to display or use any of the Company Marks without Company's prior written permission.

29.a The User agrees that PodshowCreator.com is granting a CNAME record on our network for the use of our service. PodshowCreator.com has complete control over the administration of those names and by registering at the User is granted a limited license to that name at PodshowCreator.com. PodshowCreator.com reserves the right to rescind this license for any reason at our sole discretion at any time.

30. The User Terms and Conditions, which include this Agreement as stated in section 1 hereof, constitute the entire agreement between you and Company with respect to the subject matter hereof, superseding any prior agreements between you and Company with respect to such subject matter. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content or third party software. The User Terms and Conditions and the relationship between you and Company shall be governed by the laws of the State of New Jersey without regard to its conflict or choice of law provisions. You and Company agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Monmouth, New Jersey. The failure of Company to exercise or enforce any right or provision of the User Agreement shall not constitute a waiver of such right or provision. If any provision of the User Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of the User Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the User Agreement must be filed within one (1) year after such claim or cause of action arose, or else be forever barred.

31. You agree that no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

32. In the case of non-payment by the User within a delay of thirty (30) days following the scheduled payment date, all outstanding amounts shall bear interest, calculated monthly, at the Prime Rate (as stated in the Wall Street Journal) plus 5% per annum and shall be payable on demand. User shall pay all fees in association with collection of said fees.

33. CHARGES; PAYMENTS; TAXES; TERMINATION

33.1 Billing. When the service is purchased, you must provide us with a valid email address and a credit card number from a card issuer that we accept. We reserve the right to stop accepting credit cards from one or more issuers. If your credit card expires, you close your account, your billing address changes, or your credit card is cancelled and replaced on account of loss or theft, you must advise us at once. On your first bill you may be billed a prorated portion of your monthly fee plus the next month's fee. This is calculated from the date you begin service to your first bill cycle start date. We will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which we decide to bill in arrears) to your credit card, including but not limited to : monthly Service fees; usage charges, premium services, and termination fees, if applicable.

The amount of such fees and charges shall be published on our website and may change from time to time. Notification of monthly invoices will be sent to you via your email address on file with us. We reserve the right to bill at more frequent intervals if the amount you owe to us at any time exceeds $250. Any usage charges will be billed in increments that are rounded up to the nearest day except as otherwise set forth in the rate schedules found on our website.

The above fees are defined as follows:

Monthly Service Fee - This is the basic charge associated with your service. This fee includes the charges defined by your plan, the features associated with your plan and basic account services.

Usage Charges - If you exceed your allotted bandwidth allowance for your plan, PodshowCreator.com will bill you at the rate of $3.00 per GB above your allowance.

Taxes - Company is required to bill and collect local, state and federal taxes imposed on PodshowCreator.com customers by the various taxing authorities. Company passes all taxes it collects on to the appropriate taxing authority.

33.2 Billing Disputes. You must notify us in writing within ten (10) days after receiving your credit card statement if you dispute any charges on that statement or you will be deemed to have waived any right to contest such charges. All notices of disputed charges should be sent to:

Customer Care Billing Department
PodshowCreator.com
19 Ruset Lane
Farmingdale, NJ 07727

-or-

billing@podshowcreator.com

33.3 Payment and Collection.

(a) Payment. We accept payment by credit card and for corporate accounts we will invoice. Your subscription to the Service authorizes us to charge your credit card. This authorization will remain valid until 30 days after we receive written notice from you terminating our authority to charge your credit card, whereupon we will charge your credit card for the termination fee, if applicable, and any other outstanding charges and terminate your Service. We may terminate your Service at any time in our sole and absolute discretion if any charge to your credit or debit card is declined or reversed, your credit or debit card expires and you have not provided us with a valid replacement credit or debit card or in case of any other non-payment of account charges.

(b) Collection. If your Service is terminated, you will remain fully liable to us for all charges pursuant to this Agreement and any and all costs we incur to collect such amounts, including, without limitation, collection costs and attorney's fees.

(c) Notices. You understand that PodshowCreator.com may send you messages about your billing from time to time, but PodshowCreator.com is not obligated to do so. PodshowCreator.com may change or cease its messages at any time without notice to you.

(d) Service Fees. There will be a $15.00 USD service fee for any account that remains unpaid for longer than thirty (30) days due to expired or mis-typed or bad credit card information.

33.5 Taxes. You are responsible for all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service. Such amounts are in addition to payment for the Service and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate.

Definitions

A. Company: Epoia Interactive Studios, LLC., with a place of business at 19 Ruset Lane, Farmingdale New Jersey 07727 its employees, officers, directors, successors and assigns.

B. Parasite: The use of the Service as a part of another service without the express written authorization of Company.

C. Content: All User podcasts, uploaded files, images, descriptions or other text, audio or video provided by the User and uploaded to the Service for delivery to subscribers.

BY REGISTERING AT PODSHOWCREATOR.COM, YOU AGREE TO BE BOUND BY ITS TERMS. PLEASE READ ALL OF THIS USER AGREEMENT CAREFULLY.