Complete the next paragraph of this contract: 925 West Georgia Street Suite 1820 Vancouver, British Columbia Canada V6C 3L2 Facsimile: 604-632-1730 PROMOTION AGREEMENT (the "Agreement") This agreement (the "Agreement") is made between Charity Tunes Inc., a British Columbia corporation with registered office located at Suite 1800, 925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2 ("Charity Tunes") and ConAgra Foods Canada Inc. ("Sponsor") a Canada corporation, 5935 Airport Rd, Suite 405, Mississauga, Ontario, Canada L4V 1W5. WHEREAS as a new initiative, Charity Tunes and Sponsor will enter into a promotional partnership, whereby Sponsor will offer Charity Tunes music downloads on Sponsor's Pogo products consistent with the terms and conditions of this Agreement (the "Promotion"). NOW THEREFORE in consideration of the mutual covenants made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Charity Tunes and Sponsor, the parties agree as follows
A consumer who purchases a specially Designated Sponsor Product (as defined below) will receive exactly one (1) unique pin code (a "Pin Code") in-pack. Such a consumer wil l be entitled to visit a custom interactive landing page at the CharityTunes.com website to enter the unique code and consumer's valid email address to receive downloads up to a maximum of either three (3), five (5), or seven (7) free MP3 song downloads having a retail value of $1.29 per song or less. Charity Tunes shall make its music catalogue available to the purchasers in MP3 file format to the fullest extent that such format is available to Charity Tunes pursuant to any agreements in effect between Charity Tunes and its wholesalers on the date of this Agreement. Accordingly, Charity Tunes shall use its best efforts to update its music catalogue with available MP3 files by June 30, 2009. The custom interactive landing page shall be designed, operated and maintained at the expense of Sponsor, and shall be subject to the mutual approval by Charity Tunes and Sponsor, which approval shall not be unreasonably withheld. The landing page shall feature the Charity Tunes logo in a size and prominence substantially equal to that of Sponsor.
POGO 8 pack, POGO 10 pack, POGO 20 pack and POGO 30 pack products sold at participating retail locations in Canada (individually and collectively the "Designated Sponsor Products") are the only products for which a Pin Code will be distributed and each consumer who purchases a Designated Sponsor Product will receive one and only one Pin Code while supplies last and subject to the limitations detailed herein. A Pin Code for three (3) songs shall be distributed exclusively with POGO 8 or 10 packs. A Pin Code for five (5) songs shall be distributed exclusively with POGO 20 packs. A Pin Code for seven (7) songs shall be distributed exclusively with POGO 30 packs. Designated Sponsor Products sold by Sponsor with the Promotion offer may not be sold at a higher list price than the same (or substantially similar) product(s) that do not contain the Promotion offer. Pin Codes themselves may not be retailed in any way.
1.PROMOTION OFFER:
2.DESIGNATED SPONSOR PRODUCTS: