MEMBERSHIP AGREEMENT

MAMIMANIA MEMBERSHIP TERMS AND CONDITIONS (MM MEMBERSHIP AGREEMENT)

MM Membership Agreement (“Agreement”) is a legal and binding agreement between you, as the end-user, and MamiMania (“MM”). Please read this Agreement carefully prior to using the MM Member service (“Service). By registering for the service, you are consenting to become a party to this Agreement and agreeing to be bound by the terms and conditions herein. If you do not accept and agree to all the terms and conditions of this Agreement, please discontinue the registration process.

1.ENROLLMENT IN THE SERVICE

1.1 Users may enroll in the Service or purchase any downloadable contents (but not limited to news articles, audio, video clips, photographs, images and illustrations, “The Content”), or other related services. In order to use the Service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and to be able to download and listen to or play the download files or contents. You must be at least 18 years of age to enroll. To begin the enrollment process, you must complete the Service registration process located on our web site.

1.2 The Service includes access to substantially all of the Content available for sale at MamiMania.

2.MODIFICATION

MM may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by email where reasonably possible and a change notice will be posted on MM Web site. If any modification is unacceptable to you, you agree that your only recourse is to terminate this Agreement.

Your continued use of the Service following our posting of a change notice or new agreement on the MM Web site will constitute your binding acceptance of the change.

3.YOUR REGISTRATION OBLIGATIONS

You agree to provide true, accurate, current and complete information about yourself as prompted by the Service registration process (such information being the “Registration Data”). Once you subscribe to the Service, you shall receive an account (“Member Account”). You are solely and entirely responsible for maintaining the confidentiality of your Member Account. Furthermore, you are solely and entirely responsible for any and all activities that occur under your Member Account.

You agree to immediately notify us of any unauthorized use of your Member Account or any other breach of security known to you.

You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.

4.TECHNOLOGICAL AND USE LIMITATIONS

4.1 MM will make reasonable efforts to keep the MM Web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. MM also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that MM shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service.

4.2 By enrolling in the Service, you acknowledge and agree that you have no right to provide any contents or files obtained through the Service to any other party or through any other means. You may only make copies of any contents or files obtained through the Service for your own personal use.

4.3 Because the Service is designed for personal use, you are not allowed to use any automated system for the selection or downloading of the contents or files. MM reserves the right to immediately and permanently terminate your access to the Service if MM believes that you are violating such limitation.

5.TERM, FEES AND PAYMENTS

5.1 By registering for the Service, you agree to the fee designated for the Service level you select. Subject to the terms in Section 5.7 below, your subscriptions will continue automatically at the monthly rate applicable to the Service which you have selected (except prepaid-months subscriptions with subscription term of three (3) or more months) unless terminated by MM or until you notify MM of your decision to terminate the Service. Upon the expiration of the initial period, your subscription will automatically renew on a month to month basis at the same monthly rate, as applicable, unless you elect to terminate the Service or enroll in another version of the Service.

5.2 Each month during the term of this Agreement, the monthly fees for use of the Service will be billed automatically to the credit card you designated during the Service registration process or subsequently designated to MM. You agree to pay or have paid all fees and charges incurred in connection with your unique ID and password for the Service (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. If you want to designate a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed the Service using your ID and password without your authorization, you must contact MM Customer Service.

5.3 Payment must be made by a major credit card accepted by MM. The billing period ends each month on the monthly anniversary of your activation date (“Billing Date”). If MM does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon demand by MM.

5.4 If MM does not receive the full amount of your Service account balance within thirty (30) days of the Billing Date, a late payment charge of one and one-half percent (1.5%) per month (or the highest amount allowed by law, whichever is lower) may be added to your bill and immediately become due and payable. Unless you notify MM of any discrepancies within sixty (60) days after they first appear on your account statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release MM from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to MM within sixty (60) days of its first appearance on an invoice or credit card statement.

5.5 You agree to pay MM all reasonable attorney’s fees and costs incurred by MM to collect any past due amounts. your Member Account may be deactivated without further notice if payment is past due,
regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your Service account.

5.6 You are responsible for paying any governmental taxes imposed on your use of the Service, including, but not limited to, sales, use or value-added taxes. You are solely responsible for arranging payment for any and all additional or premium charges for your use of any third party services via the Service.

5.7 MM RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY MM. MM MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. If any such change is unacceptable to you, you may terminate your subscription to the Service, as provided in Section 6 below. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE.

6.TERMINATION

6.1 You agree that MM, in its sole discretion, may terminate your ID, password, account (or any part thereof) or use of the Service for any reason, including, without limitation, if MM believes that you have violated or acted inconsistently with the letter or spirit of the Agreement. MM may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that MM may immediately deactivate or delete your Member Account and/or bar any further access to the Service. Further, you agree that MM shall not be liable to you or any third-party for any termination of your access to the Service.

6.2 You may terminate this Agreement and your subscription to the Service at any time. HOWEVER, IF YOU TERMINATE YOUR SUBSCRIPTION PRIOR TO THE END OF THE MINIMUM SUBSCRIPTION PERIOD YOU HAVE COMMITTED TO, YOU WILL BE REQUIRED TO PAY MM A TERMINATION FEE EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MONTHLY SERVICE FEE MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE INITIAL PERIOD, AS APPLICABLE.

6.3 Termination of this Agreement shall not relieve you of any obligations to pay accrued charges, including any prorated charges accrued for the billing cycle in which this Agreement is terminated. The payment in advance for the next month’s service level is nonrefundable.

7.INTELLECTUAL PROPERTY RIGHTS

7.1 Only you may access the Service using your ID and password, unless otherwise agreed to in writing by MM. The content available through the Service is the property of MM or its licensors and is protected by copyright and other intellectual property laws. Content received through the Service may be used and played for your personal, non-commercial use only. You agree not to reproduce, retransmit, distribute, disseminate, sell, broadcast, make available to third parties or circulate the content received through the Service to anyone or to exploit any such content for commercial or noncommercial purposes without the express prior written consent of MM. You agree to indemnify and hold harmless MM for your failure to comply with this Section 7.1.

7.2 You acknowledge that MM retains exclusive ownership of the Service and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Service or its contents, and MM reserves all rights not expressly granted hereunder. You shall promptly notify MM in writing upon your discovery of any unauthorized use or infringement of the Service (or its contents) or MM’s patent, copyright, trade secret, trademarks or other intellectual property rights. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.

8.DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE MM SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE MM SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.

9.LIMITATION OF LIABILITY

YOU HEREBY AGREE THAT WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY YOU UNDER THIS AGREEMENT.

10.MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to the Service or your use of the Service shall be filed only in the state or federal courts located in the Sate of Delaware, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and MM with respect to the Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and MM with respect to 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.