Filed by Automated Filing Services Inc. (604) 609-0244 - Sound Revolution Inc. - Exhibit 10.6






WEBSERVCE AGREEMENT 

This Agreement, dated as of December 7, 2007, (the
“Effective Date”), is made by and between Sound Revolution Inc., a
Delaware corporation registered extra-provincially in the Province of British
Columbia, with a place of business at 1511 West 40th Avenue,
Vancouver, BC V6M 1V7 (“Customer”), and Puretracks Inc., an Ontario corporation
with a principal place of business located at 260 King Street West, Suite B100,
Toronto (“PURETRACKS”). 

Recitals 

CUSTOMER, among other things, is the owner or licensee of certain
  Web services which are accessible through the website operated by CUSTOMER and
  having the following URL: www.charitytunes.com, www.charitytunes.ca, www.soundrevolution.com, www.myfanpro.com and other websites
  beginning www.charitytunes or www.soundrevolution
  (the “CUSTOMER Site”); 

PURETRACKS, among other things, provides digital download fulfillment
  services for third parties, by which Digital Downloads (as hereafter defined)
  are accessed and served to third party customers from servers owned or controlled
  by PURETRACKS; 

CUSTOMER and PURETRACKS wish to: (i) make available as Digital
  Downloads its catalogue of digital files of songs and albums (the “Music
  Catalogue”) (the “Music Download Web-Service”) to end users resident
  in the United States and Canada through a website or websites owned by the CUSTOMER
  (the “E-Commerce Site”) which E-Commerce Site shall be linked
  from, promoted to, and accessible by users of, the CUSTOMER website, and (ii)
  to have Puretracks serve and distribute all Digital Downloads of music that
  are sampled, purchased or otherwise accessed from through the Music Download
  Web- Service (the “Fulfillment Services”). 

For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CUSTOMER and PURETRACKS hereby
agree as follows: 

Terms 

1.      Links &
Promotions. 

         1.1      Customer
Promotion of the Music Download Web-Service. CUSTOMER will place, or cause
to be placed, links to promote the Music Download Web-Service within its
E-Commerce Site, as described in Schedule A attached hereto.
[CUSTOMER shall also promote, or cause to be promoted, the
Puretracks Catalogue as described in Schedule A.] 

2.      Music Download
Web-Service .

          2.1     
Operating and Serving. PURETRACKS shall:

          2.1.1     
create links from the Puretracks servers to the billing and order system of the
Customer, and provide Fulfillment Services in accordance with the service and
accessibility levels (collectively the “Service Levels”) set out in Schedule B
hereto.

          2.1.2      be
responsible for system operation costs, network costs, content licensing and
other costs associated with operating and providing the Fulfillment Services in
accordance with this Agreement.

          2.1.3


          2.1.4      generate
fulfillment reports for the Fulfillment Services and provide CUSTOMER with
fulfillment reports in the format set out in Schedule C attached hereto. 

	 	2.2 	Condition Precedent. THIS AGREEMENT SHALL BE
      DEEMED VALID ONLY AFTER THE COMPLETION OF LABEL APPPROVALS. PURETRACKS
      WILL USE COMMERCIALLY REASONABLE BEST EFFORTS TO OBTAIN RECORD LABEL
      APPROVALS BY DECEMBER 15th, 2006.



          2.3     
Limitations.

(A) Any E-Commerce Site terms of
service, terms and conditions, terms of use, or any other similar document
related to the Music Download Web Service offering shall be subject to
PURETRACKS's prior approval.




2 

(B) In addition and unless expressly
authorized by the terms of this Agreement or by PURETRACKS in writing, CUSTOMER
shall not itself or authorize any third party to (a) remove, obscure, or alter
any legal notices, including notices of intellectual property rights present on
or in the E-Commerce site related to the Puretracks’ catalogue offering or any
other materials provided by PURETRACKS to CUSTOMER . 

          2.4      Design,
Functionality and Branding. CUSTOMER shall create and operate the E-Commerce
Site. Puretracks will provide Fulfillment Services in accordance the final site
specifications (the “Final Specifications”) set out in Schedule D hereto.

          2.5      Communications.
PURETRACKS shall not communicate with the CUSTOMER clients, unless otherwise
agreed between PURETRACKS and CUSTOMER in writing. 

          2.6      Content
and Functionality.

          2.6.1     [intentionally
left balnk] 

          2.6.2     
CUSTOMER Content Change Requests. , CUSTOMER may suggest reasonable
changes, addition of new content or modifications to the Music Catalogue, in
which case PURETRACKS will use reasonable commercial efforts to accommodate such
requests, and provided that Customer shall pay Puretracks for the developer time
spent making such changes at a rate of $150 per hour, per developer. 

          2.6.3     
PURETRACKS Content Changes. PURETRACKS may add or remove musical content
(“Music Content”, which term includes without limitation the tracks available
for download and sample tracks) to or from the Music Catalogue available
throught the Web-Service, provided however that (a) PURETRACKS shall always
ensure that the Web-Service always has at least all the Music Content that is
made available on the PURETRACKS Site (or any successor to the PURETRACKS Site
or any similar site operated by, for, or in connection with, PURETRACKS or its
affiliates) and any PARTNER Site; and (b) PURETRACKS shall in no event remove
the full listings of any label from the Web-Service. 

          2.6.4     
PURETRACKS Functionality Changes. Where required to do so by its licensors,
PURETRACKS may reduce the following functionalities on the Web-Service as
follows,: 

	 	a) 	
      download portability may be reduced to no less than 3 DRM
      devices; and

	 	b) 	
      the number of downloads permitted (under a single
      purchase) may be reduced to no less than 3.



          2.7      Launch
Date. PURETRACKS shall provide access to the live Web-Service on or before
______(the “Launch Date”).

          2.8      Pricing.
All products and services sold, licensed or otherwise distributed on, through,
via or in connection with the Music Dowload Web-Service shall be subject to the
approval of PURETRACKS and shall be sold, licensed or otherwise distributed at
prices and charges approved by PURETRACKS. Unless otherwise agreed to by
Customer on a case by case basis, such prices and charges by CUSTOMER (the
“Regular Prices”). If content is sold at a discounted price, a minimum delivery
fee shall be paid to PURETRACKS based on the terms in Section 3.1.7 below. 




3 

3.      Payments and Reporting.


	 	3.1 	
      Set-up Fees , Maintenance Fees and Commission
      Structure

	 	 	 
	 	3.1.1 	
      Set-Up Fees. In consideration for PURETRACKS’s
      access and development support of the Web-Service in accordance with this
      Agreement, CUSTOMER will pay PURETRACKS a one time fee (the “Set-up Fee”)
      in amount equal 5,000 CAD.

	 	 	 
	 	3.1.3 	
      



3.1.4      Ingestion Fees. In
respect of each track ingested by PURETRACKS in the Puretracks Catalogue, on the
request of the CUSTOMER and available for the Exclusive use of the CUSTOMER, the
CUSTOMER will pay PURETRACKS a fee ( the “Ingestion Fee” ) in an amount equal to
$ 250 Dollars USD per tracks.

	 	3.1.5. 	
      Any development or other technical services requested by
      the CUSTOMER outside of the Launch Services shall be at a billing rate of
      $150 per hour or as otherwise negotiated between the
  parties



3.2      Audit Rights. Each
party shall maintain complete and accurate records with respect to the
calculation of all payments due under this Agreement. Each party shall have the
right, at its expense (except as provided below) to audit the other party’s
books and records for the purpose of verifying tracking and payment amounts.
Such audits shall be made not more than once per year, on not less than ten (10)
days written notice, during regular business hours, by auditors reasonably
acceptable to the party being audited. If the auditor’s figures reflect payment
due under this Agreement other than those reported by the party being audited,
then the party being audited shall pay the amount owed (if such amount is higher
than reported), or the party conducting the audit shall reimburse the difference
(if such amount is lower than reported), as the case may be. If the auditor’s
figures show an under-reporting of more than 10% from the figures provided by
the party being audited, then the party being audited shall also pay the
reasonable cost of the audit. This provision shall survive for a period of one
year after the termination or expiration of this Agreement. 

4.        Other
Obligations.

5.       
Licenses. PURETRACKS grants a limited, personal,
nontransferable, nonexclusive license to use the Puretracks Catalog which
includes the following rights: (i) the right to make accessible Preview Content
and Graphic Content from CUSTOMER Merchant Sites (ii) the right to make
available and sell Digital Content to Buyers; and (iii) the right to create one
or more Links to the Puretracks Server for the purposes thereof. As a condition
to such license, CUSTOMER shall comply with such channel restrictions and other
requirements relating to the sampling of Preview Content, the viewing of Graphic
Content and/or the sale of Digital Content (including, without limitation, usage
rules, metadata rules, parental advisory posting requirements, site security
requirements and linking, marketing and promotional requirements, if any), that
are imposed by the Music Content Companies on PURETRACKS partners and
communicated to CONSTOMER in writing from time to time. PURETRACKS may in its
reasonable discretion withdraw permanently or temporarily any licensed sound
recording or other content from the Puretracks Catalog if PURETRACKS determines
in its reasonable discretion that the distribution thereof would or might
infringe the rights of others, violate any law or governmental rule or
regulation, interfere with actual or contemplated use of the particular licensed
sound recording or other element for any purpose other than the distribution
CUSTOMER as contemplated hereby or subject PURETRACKS to potential liability or
litigation from the Music Content Companies.

The license herein granted shall be limited to the rights
expressly set forth above. All other rights to the Puretracks Catalog are
expressly reserved by PURETRACKS. Without limiting the foregoing, PURETRACKS and
the CUSTOMER may not create or maintain any hyperlinks to the Puretracks Catalog
other than the Links as permitted herein, and CUSTOMER may not sublicense the
Puretracks Catalog. 

In addition, subject to the terms and conditions of this
Agreement, CUSTOMER hereby grants to PURETRACKS, and PURETRACKS hereby grants to
CUSTOMER, the right to reproduce and display the other’s designated logos,
trademarks, trade names and other similar identifying material as set forth in
Schedule E or as otherwise provided by a party from time to time during the Term
(the “Marks”) solely for the purposes of this Agreement and in accordance with
applicable law and the owner’s established trademark usage policies and
procedures. In connection with the licenses in the Marks granted hereunder, each
Party shall have the unilateral right to establish such quality standards and
additional terms and conditions concerning the use of its Marks as such Party
deems necessary or desirable. Each Party will submit all materials of any kind
containing the other Party’s Marks to the other Party before release to the
public for inspection, and such other Party will have the right to approve such
material prior to its distribution. Nothing in this Agreement shall grant or
shall be deemed to grant to either Party any right, title or interest in or to
the other Party's Marks. Each Party agrees that it shall not in any manner alter
the Marks of the other Party or hold out any permanent interest in same. All use
by CUSTOMER of PURETRACKS’s Marks (including any goodwill 




4 

associated therewith) shall inure to the benefit of PURETRACKS
and all use by PURETRACKS of CUSTOMER’s Marks (including any goodwill associated
therewith) shall inure to the benefit of CUSTOMER. Neither party shall create a
combination mark consisting of one or more Marks of each party.

          5.1      Termination:
All licenses granted in this Section 5 shall terminate immediately and
automatically upon the earlier of the expiration or termination of this
Agreement. 

          5.2      Nothing
in this agreement shall restrict CUSTOMER from selling Digital Downloads on its
E-commerce Website that CUSTOMER has acquired from content owners or
distributors other than PURETRACKS even if such Digital Downloads are available
in the PURETRACKS Catalogue. CUSTOMER shall not owe any royalty or wholesale
price for Digital Downloads it sells through its E-Commerce Website for which is
has distribution rights from a person other than PURETRACKS as long as delivery
of the Digital Downloads is not made by or through PURETRACKS. 

6.        Representations
and Warranties. 

6.1      Corporate Power. Each
Party represents and warrants to the other that it is duly organized and validly
existing under the laws of its incorporation and has full corporate power and
authority to enter into this Agreement and to carry out the provisions hereof.


6.2      Due
Authorization. Each Party represents and warrants to the other that it is
duly authorized to execute and deliver this Agreement and to perform its
obligations hereunder. 

6.3      Binding Agreement.
Each Party represents and warrants to the other that: (i) this Agreement is
a legal and valid obligation binding upon it and enforceable with its terms; and
(ii) the execution, delivery and performance of this Agreement does not conflict
with any agreement, instrument or understanding, oral or written, to which it is
a party or by which it may be bound, nor violate any law or regulation of any
court, governmental body or administrative or other agency having jurisdiction
over it.

6.4      No Infringement. Each
Party represents and warrants to the other that the content and all elements or
parts thereof which it contributes or makes available on the Web-Service (other
than content placed on such site by a third party, of which the contributing
party, after due inquiry, does not have actual knowledge of any infringement)
will not violate or infringe upon the Intellectual Property, privacy, publicity,
or any other personal or property rights, of any person, nor will same
constitute a libel or defamation of any person or entity. In addition,
PURETRACKS represents, warrants and covenants to CUSTOMER that it has obtained
(and will obtain if it becomes necessary) all necessary licenses, consents and
approvals relating to all of the Music Catalogue, including products and
services, and its use thereof as contemplated hereunder. For the purposes of
this Agreement, “Intellectual Property” means all design and utility patents,
application for such patents, industrial design, product get-up, distinguishing
guises, trade-marks, trade names, service marks, copyright, trade secrets,
know-how and other intellectual property rights recognized by any jurisdiction
and whether registered or not.

6.5      Compliance with
Law. PCUSTOMER represents, warrants and covenants to PURETRACSK that the Web
Service and all content provided for the Web Service (other than the Music
Catalogue) does and will comply with all applicable laws, including those
relating to privacy rights, and the advertisement and promotion of products and
services. CUSTOMER represents, warrants and covenants to PURETRACKS that all
advertisements, sponsorships, promotions and Site content provided by CUSTOMER
will comply with all applicable laws, including those relating to privacy
rights, and the advertisement and promotion of products and services. 

7.       
Indemnification. 

7.1      Indemnification by
CUSTOMER. CUSTOMER agrees to indemnify and hold harmless PURETRACKS and its
directors, officers, employees and agents, from and against any and all third
party claims, damages, liabilities, costs and expenses, including reasonable
legal fees and expenses, which arise out of or relate to: (a) the infringement
or misappropriation of Intellectual Property rights arising from the use of the
CUSTOMER Marks in accordance with this Agreement; or (b) the infringement or
misappropriation of Intellectual Property rights arising from any content or
services provided by CUSTOMER for display or access on the Web-Service, or (c)
the operation of the Web Service and the E-Commerce Site. The foregoing
indemnity is conditioned upon: (i) prompt written notice by the indemnified
party to the indemnifying party of any claim, action or demand for which
indemnity is claimed; (ii) the opportunity for complete control of the defence
and settlement thereof by the indemnifying party; and (iii) such reasonable
cooperation by the indemnified party in the defence as the indemnifying party
may request. For the purposes of this Section 7.1, PURETRACKS is entering into
this Agreement in its personal capacity and as trustee for the other indemnified
parties referred to herein.

7.2      Indemnification by
PURETRACKS. PURETRACKS agrees to indemnify and hold harmless CUSTOMER and
its directors, officers, employees, and agents, from and against any and all
third party claims, damages, liabilities, costs and expenses, including
reasonable legal fees and expenses, which arise out of or relate to: (a) the
infringement or misappropriation of Intellectual Property rights arising from
the use of the PURETRACKS Marks in accordance with this Agreement; (b) the 




5 

infringement or misappropriation of Intellectual Property
rights arising in respect of the Music Content. ) The foregoing indemnity is
conditioned upon: (i) prompt written notice by the indemnified party to the
indemnifying party of any claim, action or demand for which indemnity is
claimed; (ii) the opportunity for complete control of the defense and settlement
thereof by the indemnifying party; and (iii) such reasonable cooperation by the
indemnified party in the defense as the indemnifying party may request. For the
purposes of this Section 7.2, CUSTOMER is entering into this Agreement in its
personal capacity and as trustee for the other indemnified parties referred to
herein.

7.3      Cooperation. For
purposes of Section 7, the indemnified party will: (i) provide the indemnifying
party with prompt written notice of any Claims; (ii) permit the indemnifying
party to defend and/or settle such Claims, provided that the indemnified party’s
approval (which shall not be unreasonably withheld) to any settlement is
obtained, and provided that the indemnified party will have the right to
participate in the defense of such Claims and to employ counsel; and (iii)
provide the indemnifying party, at indemnifying party’s expense, all information
and assistance as reasonably requested by indemnifying party in connection with
such Claims. The indemnified party must also reasonably assist the indemnifying
party with the mitigation of any losses in connection with the indemnification
obligations herein.

8.      
 Confidentiality. 

8.1      Confidentiality.
Each Party acknowledges that the Confidential Information of the other Party
constitutes valuable, confidential, proprietary information, and agrees that
both during and after the Term it shall not disclose to any other person any
such Confidential Information of the other Party, except as specifically
authorized under this Agreement. The Parties may disclose such Confidential
Information of the other Party as is necessary to those of their employees and
agents who need such information to exercise the Party's rights and perform its
obligations hereunder, and who have executed or are otherwise bound by
confidentiality obligations similar to those contained herein. “Confidential
Agreement” means any and all data, information, software or materials relating
to the business and management of either Party, its clients, its affiliates or
its licensors, that is designated as confidential or ought reasonably to be
considered confidential, including but not limited to: business operations,
processes, products, designs, business plans, business opportunities, finances,
research, development, know-how, trade secrets, personnel, clients,
methodologies, and Intellectual Property.

8.2      Exceptions.
Notwithstanding Section 8.1, the recipient of Confidential Information may use
or disclose the Confidential Information to the extent that such Confidential
Information is: (i) already known by the recipient without an obligation of
confidentiality; (ii) publicly known or becomes publicly known through no
unauthorized act of the recipient; (iii) rightfully received by the recipient
from a third party; (iv) independently developed by the recipient without use of
the information of the disclosing party; (v) approved by the disclosing party
for disclosure; or (vi) required to be disclosed pursuant to a requirement of a
governmental agency or law, so long as the recipient provides the other party
with notice of such requirement prior to any such disclosure and takes all
reasonable steps available to maintain the information in confidence. 

9.        User
Information, Privacy. 

9.1      Any and all information
to be provided by or gathered from users of the Web-Service in connection with
their use of the Web-Service (the “User Information”) shall be owned by CUSTOMER
and shall be deemed to be Confidential Information of CUSTOMER. PURETRACKS may
use the User Information for solely for the purposes of fulfilling its
obligations under this Agreement. PURETRACKS shall provide CUSTOMER with all
User Information within ten (10) days after the end of each month of the Term.
PURETRACKS agrees to perform any and all acts necessary to ensure that the
Web-Service, including without limitation the collection of User Information
thereon, is in full compliance this Agreement and with all applicable laws
relating to the collection of information from users.

10.      TERM AND TERMINATION


10.1     Term. The term
(“Term”, which expression shall include any renewal term hereunder) of
this Agreement shall commence on the Effective Date and continue for five years
from the Launch Date unless terminated earlier as provided below. This Agreement
shall renew automatically for a single additional one-year period if CUSTOMER
provides formal written notice, referencing this section 10.1 of the Agreement,
of such renewal to PURETRACKS at least ninety (90) days prior to the end of the
Term. 

10.2     Termination. Either
party may terminate this Agreement (a) if the other party files a petition for
bankruptcy, becomes insolvent, or makes an assignment for the benefit of its
creditors, or a receiver is appointed for the other party or its business; (b)
upon the occurrence of a material breach of a material provision by the other
party if such breach is not cured within thirty (30) days after written notice
is received by the breaching party identifying the matter constituting the
material breach; or (c) by mutual consent of the parties.

10.3     Responsibilities on
Termination. Upon the expiry or termination of this Agreement, each of the
Parties shall immediately: (i) cease using the Marks of the other Party; (ii)
cease using or distributing any advertising or promotional materials containing
references to the other Party's products; (iii) return all Confidential
Information, Intellectual Property and other property of the other Party to
them; and (iv) remove all special links made pursuant to this Agreement from
their respective products to the products of the other Party. 




6 

11.      Disclaimers, Limitation of
Liability. 

11.1     DISCLAIMER. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER CUSTOMER NOR PURETRACKS MAKES,
AND EACH HEREBY EXPRESSLY DISCLAIMS, ANY OTHER REPRESENTATIONS, WARRANTIES OR
CONDITIONS WITH RESPECT TO THE SUBJECT MATTER HEREOF, WHETHER EXPRESS OR
IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE IN LAW OR FROM A COURSE OF
DEALING, INCLUDING ANY LEGAL OR IMPLIED WARRANTIES OF MERCHANTABILITY,
MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE QUALITY,
NON-INFRINGEMENT, TITLE, QUANTITY OR TYPE OF USERS, TRAFFIC OR OTHERWISE. 

11.2     LIMITATION. EXCEPT FOR THE
INDEMNITY OBLIGATIONS PROVIDED FOR IN SECTION 7 AND THE PAYMENT OBLIGATIONS
PROVIDED FOR IN SECTION 3, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM PERFORMANCE UNDER
OR FAILURE TO PERFORM ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES
INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS
OF ANTICIPATED PROFITS OR LOSS OF BUSINESS. EXCEPT IN RESPECT OF SUCH INDEMNITY
AND PAYMENT OBLIGATIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF THE $5,000 DOLLARS
CDN IN AGGREGATE UNDER THIS AGREEMENT. 

12.      General. 

12.1    Notices. All notice required to
be given under this Agreement must be given in writing and delivered either in
hand, by certified mail, return receipt requested, postage pre-paid, confirmed
facsimile or by any recognized overnight delivery service, all delivery charges
pre-paid, and addressed: 

If to CUSTOMER: 

1511 West 40th Avenue,

Vancouver, BC V6M 1V7 

Attention: Robin Ram, COO 

If to PURETRACKS: 

Puretracks Inc. 
260 King Street
West, Suite B100, 
Toronto, Ontario M5A 4L5 

Attention: Alistair Mitchell, Co-CEO


Any such notice, request or other communication so given shall
be deemed to have been given and received on the day of delivery if delivered
personally or by overnight courier, and on the day of fax transmission if sent
by fax; provided that such day is a business day in the Province of Ontario
(“Business Day”) and such communication is so delivered, transmitted or sent by
4:00 pm on such day. Otherwise, such notice, request or communication shall be
deemed to have been given and received on the next Business Day after receipt.


12.3     Assignment. Other than
in connection with an assignment or transfer of all of the rights and
obligations under this Agreement to an affiliate (as defined in the Canada
Business Corporations Act, as amended) or to any successor of all or
substantially all of a Party’s assets, neither Party may transfer, assign,
delegate or otherwise dispose of this Agreement without the prior written
consent of the other Party.

12.4     Enurement. This
Agreement shall enure to the benefit of and be binding upon each of the Parties
and their respective successors and permitted assigns. 

12.5     Entire Agreement. This
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and supersedes any and all prior or contemporaneous
agreements, understandings, negotiations and discussions, whether written or
oral.

12.6     Amendment. This
Agreement may only be amended or modified by a separate written instrument
signed by the Parties.




7 

12.7     Further Assurances.
Each of the Parties shall from time to time execute and deliver all such further
documents and instruments and do all acts and things as the other Party may
reasonably require to effectively carry out or better evidence or perfect the
full intent and meaning of this Agreement. 

12.8     Severability. If any
provision of this Agreement is found to be invalid or unenforceable by a court
of competent jurisdiction, such invalidity shall not affect other provisions of
this Agreement which can be given effect without the invalid provision, and such
invalid provision shall be deemed severed and the balance of this Agreement
shall remain in full force and effect.

12.9     Survival of Certain
Provisions. The sections hereof pertaining to representations and warranties
of the Parties, Intellectual Property, confidentiality, payment, indemnification
and limitation of liability, and any other provision hereof which by its nature
is intended to survive termination or expiry, shall survive the termination or
expiry of this Agreement.

12.10    Waiver. The failure of either
Party at any time to require performance by the other Party of any provision
hereof shall in no way affect the full right to require such performance at any
time thereafter, nor shall the waiver by either Party of a breach of any
provision hereof be taken or held to be wavier of any succeeding breach of such
provision or as a wavier of the provision itself. 

12.11    Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the Province
of Ontario and the federal laws of Canada, without reference to principles of
conflict of laws. The Parties submit and consent to the exclusive jurisdiction
of the courts of the Province of Ontario in any action or proceeding instituted
hereunder. This Agreement shall be deemed to be an Ontario contract for all
purposes.

12.12    Relationship of the Parties.
This Agreement does not and shall not be deemed to constitute a partnership or
joint venture between the Parties and neither Party nor any of their respective
directors, officers, employees or agents shall, by virtue of the performance of
their obligations under this Agreement, be deemed to be an agent or employee of
the other. 

12.13    Announcements. No press release
or public announcement with respect to this Agreement or any of the transactions
contemplated by this Agreement will be made by either Party without the prior
written approval of the other Party, provided however that this restriction
shall not apply in regards the general marketing and promotional activities of
Customer in relation to the Web-Service, and further provided that PURETRACKS
and CUSTOMER hereby agree to a press release announcing this Agreement to be
issued within 5 business days of the date hereof. Where practically feasible,
CUSTOMER will include “Powered by Puretracks” or equivalent attribution in such
announcements. 

12.14    Exclusivity. [tbd] 

 

Executed as an instrument under seal as of the date first
written above: 

PURETRACKS MEDIA INC. 

/s/ Alistair
Mitchell                                                    

Chief Executive Officer 

SOUND REVOLUTION INC. 

/s/ Robin
Ram                                                             

Chief Operating Officer 




SCHEDULE A 

CUSTOMER LINKS & PROMOTIONS 




SCHEDULE B 

SERVICE LEVELS 

SERVICE LEVELS 

Affiliate White Label Site Service Level Agreement 

Table of Contents 


	Overview 	10
  
	Conventions Used in this Document
	10 
	Revision Log 	10
  
	Service Levels 	10 
	     Service Availability 	11
  
	     Service Latency
    	11 
	     Help
      Desk Performance 	11
  
	Incident Resolution 	11 
	Maintenance 	11
  
	     Preventative
      Maintenance 	11 
	     Emergency Maintenance (Un-Scheduled) 	12
  
	Network Policy and Security 	12 
	     General Practices 	12
  
	     Breach Response
    	12 
	     Availability and Exception Monitoring 	12
  
	     Redundancy and
      Capacity 	13




Overview 

This document is intended to outline the service levels
Puretracks maintains for affiliates and the general practices which support
these service levels. 


	 Conventions Used in this Document 	 	 
	Puretracks Inc 	 	 Puretracks Inc. the developer and Puretracks service
      provider 
	Affiliate 		Client
      for which Puretracks Media Inc. provisions some aspect of the Puretracks
      service. 
	Puretracks 	 	 The Puretracks web service service. 
	White Label Site
    		The
      process of syndicating the Puretracks service through an affiliate portal,
      achieved by re-skinning the Puretracks website to reflect the design of
      the target affiliate and incorporating client branding and colour scheme
      as well as Puretracks branding. 
	End-User 		A
      customer of the Puretracks white label site. ‘User’ is an equivalent term.
    
	Help Desk 		The
      customer support services made available to end-users of the Puretracks
      affiliate service. 
	CRM Site 		The
      browser based issue tracking and resolution tool used by Puretracks
      customer support. 



Revision Log 

Service Levels 

Puretracks monitors and continually improves quality of service
provisioned through affiliate white-label services. Puretracks makes all
commercially reasonable efforts to ensure that service levels for affiliate
customers are not less than service levels for any paying user to whom
Puretracks provides the Puretracks download service directly.




Further, Puretracks will operate affiliate services in
accordance with the following minimum Service Levels. 

Service Availability

	1. 	
      Webservice: The affiliate webservice will be available
      99.9% of the time, including the front-end catalogue as well as backend
      fulfillment.

	2. 	
      File Delivery: Media files comprising end-user orders
      will be available for download 99.9% of the time.



Service Latency

	1. 	
      Webservice: The affiliate white label site will return a
      query response to the client within 1000 milliseconds of that request 99%
      of the time.

	2. 	
      File Delivery: TTFB (time to first byte) of download
      requests will be 1000 milliseconds 99% of the
time.



Help Desk Performance 

Puretracks provides customer support to affiliate end-users via
a browser based issue submission, tracking and resolution tool (the CRM Site).
Tickets submitted by affiliate users through this tool will receive a response
within 24 hours 99% of the time. Live telephone support is available between the
hours of 10am to 9pm EST Monday to Friday and 9am to 1pm EST Saturday and
Sunday, for users whose ticket has not been resolved within three responses from
customer support associates via the CRM Site. 

Incident Resolution 

Puretracks makes all commercially reasonable efforts to resolve
all incidents that affect users' ability to utilize the affiliate webservice
service. Particular attention is paid to resolving incidents found to have user
impact and defined as being high priority. A high priority incident is defined
as any incident that is: 

	1. 	
      Generating greater than 50 calls (trouble tickets) at the
      affiliate customer support desk per day or directly associated with a
      single incident

	2. 	
      Service degradation is more than 50% of that allowed for
      Service Availability, Service Latency, Help Desk Performance SLA for a
      period greater than 6 hrs

	3. 	
      Service not available to customers for a period of 2 hrs
      during normal business hours



High priority incidents trigger formulation of a resolution
plan and immediate execution of that plan by Puretracks. Affiliates are notified
of such incidents as soon as they are detected, and updated every two hours as
efforts to remedy proceed. 

Maintenance 

Puretracks makes all commercially reasonable efforts to
coordinate maintenance windows to minimize impact to the affiliate webservice
service subscribers with a goal of limiting scheduled maintenance to 1 day per
week. 

Preventative Maintenance

Puretracks will conduct preventative maintenance accepted as
part of industry standard practice as follows: 

	1. 	
      Unless otherwise agreed to, Puretracks only performs
      Maintenance Services during the hours of [02:00 A.M. to 06:00] A.M. EST on
      Mondays.

	2. 	
      Puretracks provides 48 hour notification of any scheduled
      maintenance activity.








	3. 	
      In the unlikely event that Puretracks cannot complete the
      scheduled maintenance work in the maintenance window, Puretracks informs
      the affected affiliate and an appropriate course of action is
      determined.



Emergency Maintenance (Un-Scheduled) 

Emergency maintenance is maintenance in response to an
unplanned outage or threat. Puretracks will conduct emergency maintenance as
follows: 

	1. 	
      Puretracks files a trouble ticket to log the emergency
      maintenance with the affiliate help desk.

	2. 	
      Puretracks provides notification once decision to perform
      emergency maintenance has been made.



Network Policy and Security 

General Practices

Puretracks affiliate services are only exposed on port 80 at
the firewall, and software firewalls further filter traffic on this exposed port
for any request that is not appropriately formatted for consumption by our
affiliate services. Puretracks is in constant contact with the health of our
network and the affiliate services it supports; we monitor for any suspicious
usage patterns through periodic log review, and through network, service,
application and connection monitoring. Further, Puretracks affiliate services
are secured by enterprise firewalls which have the capability to detect and
automatically respond to an array of malicious network activity including Sync
Attacks, ICMP Floods, UDP Floods, IKE Floods, Ping of Death, DOS and DDOS
attacks. Puretracks likewise has the ability to deny any network or IP access to
any affiliate service should we detect any malicious activity associated with
this external network. Puretracks has recently provisioned an external security
audit of our deployed server environment by Global E-Secure, with favorable
results (available on request). Finally, the physical security of our
data-center is controlled via 24-7 security camera monitoring by on-site
security personnel, and access is limited by swipe card and cage lock.

Breach Response 

We monitor for potential security breaches in the following
ways:

	 	1. 	
      Logging and periodic review of all user transactions with
      the webservice, download servers, and license servers

	 	2. 	
      Transport layer monitoring of web, download, and license
      server traffic throughput

	 	3. 	
      Automated detection and notification of common Internet
      based attacks by our hardware firewall

	 	4. 	
      Automated filtering and logging of suspiciously formatted
      HTTP requests by all web, download and license servers

	 	5. 	
      Automated notification of exceptions thrown by the
      application due to invalid data



In the event that we detect malicious user activity via one of
the above protocols, we have the ability to disable the associated user's
account, block access from their origin IP address, and revoke download /
license delivery authorization for their orders.

Availability and Exception Monitoring 

Puretracks affiliate web based services are tested for
availability every 10 minutes by external polling, and in the event that any
service does not respond, a pager alert is sent to a senior technician assigned
as ‘on call’. Further, all Puretracks servers supporting affiliate services are
monitored for any hardware failure or threshold warning. In addition, 




all application exceptions generated by an affiliate service
result in notification and are logged for reporting and review.

Redundancy and Capacity 

Puretracks maintains a redundant, high availability network
with multiple points of presence at major Internet hubs in Canada and the US.
The architecture of three key service enabling tiers are described below
including the web, database and file delivery tier. 

File Delivery Tier

Puretracks leverages the LimeLight Networks edge-cache to
topographically load balance requests for media to four different cities across
the US, and also maintains a farm of six download servers at our Canadian point
of presence (our network peers with all major Canadian ISPs), ensuring the best
possible download experience regardless of the users location in Canada or the
US. The file delivery server farm at our POP delivers back catalogue content,
while high request volume files (representing 95% of our aggregate traffic) are
topographically load balanced by our edge-cache. We are currently utilizing 10%
of this architectures total capacity.

Web / Application Tier 

Puretracks’s web application tier consists of a five-server web
farm, least connection load balanced by a hardware appliance to provide
redundancy and load balancing. This tier operates at 20% of capacity. 

Database Tier

The Puretracks database tier supports our catalogue and orders
databases. It is powered by two quad Xeon MP, 4 GB RAM, IBM x440 servers with
database resources spread across multiple Ultra SCSI 320 based RAID arrays.
Redundancy is provided by our staging database, which is maintained on an
identically configured Dell 2650, 2.0 GHz Dual Xeon (hyper-threaded). 

Network Topology

Puretracks’s network is 100% Cisco powered, is redundant, and
is supported by multiple tier 1 upstream providers. 




SCHEDULE C 

TRAFFIC REPORTS 

	User info
  
	Order date
  
	Order time
  
	Wholesale price
  
	Delivery fee
  
	Content delivered 





SCHEDULE D 

WEB SERVICE DESCRIPTION 

Product Description 
Introduction 
This document describes
Puretracks’ Web Service offering. 

Overview 

The Puretracks Web Service offering allows any business with an
existing online store to seamlessly integrate Puretracks’ back end to provide
digital music sales. Puretracks’ Web service provides the fastest and most cost
effective way for companies to tap into Puretracks’ deep digital music archive,
digital rights management (DRM) integration, fulfillment services and reporting
tools without a significant upfront investment. 

How the Web Service Works 

The Puretracks Web service provides all the same content as our
Whitelabel Music Store offering but is designed to integrate "behind the scenes"
of your existing online store and e-commerce platform. 

The Web service provides feeds from the Puretracks digital
media platform and library. Puretracks’ Web service includes full database
access, commerce integration, digital music fulfillment, digital rights
management (DRM), auditing and reporting. 








SCHEDULE E 

CUSTOMER LOGO FOR DOWNLOAD MANAGER