This user agreement ("Agreement") is a legal and binding agreement between you ("You," "Your" OR "Yourself"), as the end user, and MixNight.com ("Our", "Us", "We" or "MixNight") stating the terms that govern your use of our Internet-based media service together with all information, content, products, material, updates, additional terms, software, licenses, and all of the Provider rules, policies, and services made available to you through the same by us and/or third parties (collectively, "The Service"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICE. BY REGISTERING FOR, USING OR OTHERWISE ACCESSING THE SERVICE, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN. If you do not agree to these terms, please abort the registration process and leave the website.

By continuing to browse the MixNight web site you confirm that:

(1) You have read and understood the Agreement in full.
(2) You agree with all the clauses in the Agreement.
(3) You agree with the fact that you are not able to use or to download audio materials from MixNight if it is in the conflict with any of your local, state, province, or country laws. MixNight is unable to control all its users, posted content, and posted materials, therefore you are responsible for usage of the content and materials represented on the MixNight Web Site.

PROVISION
You must accept and abide by these terms as presented to you herein. Changes, conditions, additions or deletions to these terms are not acceptable, and MixNight may refuse access to the Web Site and Service for non-compliance with any part of this Agreement.

THE SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 18 YEARS OF AGE OR OLDER. IF YOU ARE NOT YET 18 YEARS OLD, PLEASE DISCONTINUE USING THE SERVICE IMMEDIATELY, OR IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DISCONTINUE THE REGISTRATION PROCESS AND DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.

REGISTRATION OBLIGATIONS
You agree to provide true, accurate, current and complete information about yourself as prompted by the registration process. You further consent and authorize us to verify your registration information as required for your use of and access to the Service, as applicable. Once you subscribe to the Service, you shall enter a unique E-Mail and Password in connection with your account (collectively referred to herein as "Login IDs"). You are solely and entirely responsible for maintaining the confidentiality of your Login IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your Login IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your Login IDs. You agree to immediately notify us of any unauthorized use of your 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.

MODIFICATION TO TERMS OF USE
MixNight reserves the right to update or modify these Terms and, any additional terms, codes of conduct or guidelines, without prior notice. You are responsible for regularly reviewing these Terms and Your continued use of the Websites constitutes Your agreement as to all such updated or modified terms.

INTELLECTUAL PROPERTY RIGHTS
You agree that the Service, including but not limited to graphics, audio clips, and editorial content, contains proprietary information and material that is owned by MixNight and/or its licensees, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

Access to MixNight Audio and/or Video Remixes, Mashups and Mixes is strictly limited to Professional DJ's, Music Industry Professionals, Licensed Broadcasters, or Nightclubs (hereinafter "DJ's"). Audio and/or Videos Remixes, Mashups and Mixes available on MixNight are produced by DJ's, for DJ's to improve authorized public performance venues or be used by/in a licensed broadcaster.

As such, you agree and certify that you are a working DJ (as defined above) and that all the information entered in your registration application is true and accurate. If your registration information found to be inaccurate (through follow-up verification) you will not be qualified to have access to our Mix Bank directory, and we will terminate your service without providing a refund.

You agree and certify that remixes, mashups, mixes, or videos obtained from MixNight are exclusively for promotional use by DJ's (as defined above) to improve authorized public performance venues or be used by/in a licensed broadcaster, and that any other use including unauthorized resale, distribution, public display, duplication, violation of applicable laws, including federal copyright laws, or any other unauthorized use, is strictly prohibited.

You agree that all respective copyrights in the sound recordings and musical works embodied in the remixes or mashups are the property of participating artists, composers, authors, publishers and record labels as applicable.

You agree and certify that you already possess the original material contained within the remixed or mashup composition(s), for and each remix or mashup downloaded from MixNight.

All copyrights in and to the MixNight Web Site and Service, including but not limited to, our logo, graphics, content, postings, links, and materials, and software, are owned by MixNight. The delivery of any MixNight products or services does not transfer to you any commercial or copyright rights to the producs or services. All trademarks, service marks, trade names, graphics, company names, slogans, logos, and any other copyright items used in connection with the Service may be trademarks of their respective owners. You are granted no right to copy, distribute or use them otherwise without the prior written consent of the respective owners.

The Service may offer interactive features that allow you to, among things, submit or post information and materials viewable by other users of the Service and the public. You agree that any use by you of such features shall be your sole responsibility, shall not infringe or violate the right of any other, contribute to or encourage unlawful conduct, or otherwise be obscene, objectionable or in poor taste. Moreover, we may copy, sub-license, adapt, publicly perform, display or otherwise exploit any such content and rights in any manner whatsoever, throughout the world, in perpetuity, without any obligation to make any payment to you or others or to give you credit card information.

We reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without liability.

Copyright and Trademark Infringement Policy
MixNight is not a music distributor but rather a web hosting service provider and directory linking to other public published digital media and content on other servers. More specifically we are defined as an Online Service Provider under Title II of the Digital Millennium Copyright Act, 17 U.S.C. Section 512 ("DMCA"). The DJ's who use the MixNight.com website have represented that they have full rights to submit content to the MixNight.com website.

While MixNight is not in a legal position to determine who has the prevailing claim to use any particular content or name posted to the web site, we are 100% compliant with DMCA policies and procedures.

Copyright holders who believes their copyright is being infringed upon, and contacting the member directly has not resulted in satisfactory results, should contact MixNight to verify that the content and/or digital media source is hosted on MixNight, or another hosting service provider. If the content or digital media is hosted with MixNight, the copyright holder will need to write a Proper DMCA Notice to notify MixNight of particular facts in a document signed under penalty of perjury, and must provide the following information:

(1) Identify themself as either: The owner of a copyrighted work(s), or A person “authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
(2) State their contact information, including your TRUE NAME, street address, telephone number, and email address.
(3) Identify the copyrighted work that they believe is being infringed, or if a large number of works are appearing at a single members profile, a representative list of the works.
(4) Identify the material claimed infringing their copyrighted work, requesting that MixNight may disable access over the World Wide Web.
(5) Identify the location of the material on the World Wide Web by providing “information reasonably sufficient to permit MixNight to locate the material.”
(6) State that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agents, or the law.”
(7) State that the information in the notice is accurate, under penalty of perjury. Sign the notice with either a physical or electronic signature.

It is expected that all members of the MixNight will comply with applicable copyright laws. However, if MixNight is notified of claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, it will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing or to be the subject of infringing activity. MixNight will comply with the appropriate provisions of the DMCA in the event a counter notification is received by its Designated Agent. When notified of such abuse, MixNight will immediately disable access to disputed material and the member account/subscription privileges will be terminated. Members may protest a DMCA notice by submitting a Counter-notification.

DIGITAL MEDIA POSTING RULES
MixNight offers "Post a Mix" section to DJ and Producer members to contribute and post a link/url of a mix already publicly available for the promotion their talent and services. The following rules apply when posting digital media on the MixNight web site:

1) Absolutely no copyright music. For Videos, the SOURCE OF VIDEOS CANNOT BE FROM PROMO ONLY, SMASH VIDZ, OR ANY OTHER POOL SERVICES, EVEN IF THE VIDEO HAS BEEN EDITED OR TAGS/WATERMARKS HAVE BEEN EDITED OUT. NO EXCEPTIONS.
2) You absolutely cannot upload mashup, remixes, mixes, or videos that are sold on other DJ web sites. The mashup, remix, mix, or video must be an original, produced by you.
3) For posting a link/url of mix, mashup, or remix that was produced by another DJ please identify them in the DJ/Producer text box on the posting form. You absolutely cannot post other DJs' or Producers' work and claim them as your own. If your mix includes songs mixed by other DJs/Producers, be sure to give them credit in the description or DJ/Producer text boxes on the posting form.

In order to provide these services and resources for DJs and Producers, MixNight.com must maintain a high-level of integrity in its content. Members in violation of any other rules are subject to immediate termination of their membership. These rules are required for all members, are monintored, and strictly enforced.

TERMINATION
We may terminate this Agreement, restrict, suspend or terminate your use of the Service immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service. Upon the effective date of any such termination, your right to use the Service shall immediately cease.

Without limitation of any other provisions hereof regarding termination, we reserve the right to terminate your use of the Service, without cause, upon reasonable notice. We may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.

TECHNOLOGICAL AND USE LIMITATIONS
MixNight will make reasonable efforts to keep the MixNight Web Site operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of MixNight may, from time to time, result in temporary service interruptions. MixNight 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 MixNight 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.

By registering in with the MixNight Web Site and Service, you acknowledge and agree that you have no right to provide any files obtained through the Service to any other party or through any other eans.

Because the Service includes personal sampling and use, you are not allowed to use any automated system for the selection or downloading of files. MixNight reserves the right to immediately and permanently terminate your access to the MixNight Web Site or Service if MixNight believes
that you are violating such limitation.

You are prohibited from violating or attempting to violate the security of the Service, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the MixNight Web Sites, Database, and/or Service or to breach security or authentication measures, regardless of your motives or intent; or (c) attempting to interfere with or disrupt the Service or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO 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 MIXNIGHT WEB SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE MIXNIGHT WEB SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS. OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MIXNIGHT, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT MIXNIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNITY
You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys fees, expert fees and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement, (b) your use of the Service, and/or (c) the use of the Service by any other person using your Login IDs. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

Governing Law, Jurisdiction And Venue
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the state of California and all applicable federal laws, all of which are made part of this Agreement and incorporated herein as if fully set forth. This Agreement is also subject to any amendments in such laws during the entire duration of your use of the MixNight Web Site and Service. The California state court, County of Sacramento, shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Customer hereby consents to the jurisdiction of such courts.

TERM, FEES, PAYMENTS
By registering for the Service, you agree to pay the fees designated for the billing cycle you select in accordance with our Pricing and Payment Terms, which can be found at
http://www.mixnight.com/Public/Register.aspx.

Monthly membership subscription payments are strictly hosting fees granting each member: 500MB of storage space; and public sub-domain name; a public web site/profile page; unlimited postings to our Mix Bank directory, photo galleries, nightlife directory, forums, and other DJ resources available on the MixNight web site. This monthly hosting fee recovers our costs in the bandwidth, storage, development, maintenance, support, and promotion of this web site and its content. Your subscription will continue automatically at the fee rate applicable to the Service, which you have selected unless terminated by MixNight or until you notify MixNight of your decision to cancel your subscription to the Service. 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. You Agree that all fees and charges are nonrefundable. If you choose to cancel your subscription to the Service, you can do so through the payment processing service (PayPal), or by contacting MixNight at mixnight@live.com, from the e-mail address associated with your membership subscription/account, at least seven (7) days prior your next billing period ("Billing Date").

There is no cancellation fee and members can cancel at any time without fee or penalty, However, if a cancellation request is made after billing occurs, a refund will not be issued and the account will remain active and available for the remainder of the period for which payment has been made. Furthermore, it is the users responsibility to manage the billing associated with their account and MixNight will and can not be held liable for any losses or penalties associated with recurring billing that is not properly canceled prior to the established renewal date. 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 IDs without your authorization, you must contact MixNight immediately at mixnight@live.com.

Payment must be processed through PayPal and all major credit card accepted by PayPal. Your credit card will be billed monthly in advance commencing on your registration and subscription order date and continuing thereafter on a monthly basis on the thirtieth (30th) day following the expiration of the preceding billing period ("Billing Date"). Your card issuer agreement governs your use of your designated card in connection with the Service, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT MIXNIGHT, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU.

The fees, charges and payments hereunder do not include and you are solely responsible for paying any taxes, duties, government levies or other charges imposed by a taxing or other regulatory authority relating to your use of the Service. 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.

MIXNIGHT 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 MIXNIGHT, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING AT http://www.mixnight.com. MIXNIGHT MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. If any such change is unacceptable to you, you may cancel your subscription to the Service. 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.