THIS COUNTER MEMBERSHIP AGREEMENT (the "Agreement") is a legally binding contract entered into between V.I.P. Interactive, Inc. ("Company") and you (hereinafter referred to as "Customer") (collectively "the parties").

1. SCOPE OF AGREEMENT

This Agreement governs the purchase and use of online tools and services, whether fee-based or free of charge, offered on V.I.P. Interactive, Inc.'s website known as MasterStats.com (each a "Service"). Use of the Services is conditioned upon acceptance of this Agreement.

2. ACCEPTANCE OF TERMS

By using any Service or checking the acceptance box at the end of this Agreement, Customer accepts and agrees to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular Services for which Customer registers.

3. REGISTRATION

In order to receive any Service, Customer must submit or maintain on file with Company registration data that is requested by Company. Such registration data includes, but is not limited to: Customer's name, address, email address, website URLs, credit card number, and other billing information. Additionally, Customer must separately submit an online activation request for each Service Customer desires to use. Company reserves the right, in its sole discretion, to refuse any registration or Service activation request for any reason or no reason, and shall not be obligated to provide any Service to Customer unless and until it has charged Customer's credit card for the applicable fee. Company's use of Customer's registration information is governed by Company's privacy policy.

4. SERVICES OFFERED

Subject to the terms and conditions of this Agreement, Company will provide Customer with the Services for which Customer registers on Company's website. The Services may be offered in separately priced service levels or packages and you will only receive the Services that Customer has registered for, and for which Customer is paying all associated fees. There is no fee for "free of charge" Services. Descriptions of Services offered are available on the MasterStats.com website.

If available, Customer may upgrade to a higher Service Plan, at any time during the term of this Agreement. In such event, Customer agrees to pay any increased fees associated with other Service plans selected by Customer. The cost of the upgraded Service for the subscription period in which the upgrade occurs will be prorated in proportion to the number of days remaining in that subscription period at the time the upgrade becomes effective.

5. CHANGE OF SERVICES

Company reserves the right to change, modify, enhance, or supplement the Services at any time in its sole and absolute discretion, provided that those modifications do not materially and adversely affect Customer's rights or obligations under this Agreement.

6. CONDITIONS

Receipt of Service(s) is conditioned upon the following:

(a) Any and all information Customer supplies to Company is true, complete, and accurate; Customer agrees to notify Company of any changes to Customer's registration data during the term of this Agreement and submit updated information within fifteen calendar days of any change;

(b) Customer does not (1) violate or solicit the violation of any applicable local, state, national or international law; (2) infringe the rights of any third party, including but not limited to intellectual property rights and privacy or publicity rights; (3) upload, post, email or otherwise transmit any content that (i) is unlawful, threatening, abusive, tortuous, defamatory, obscene, libelous, or invasive of another's privacy; (ii) consists of instructional information on illegal activities, including but not limited to hacking, cracking, and phreaking, (iii) violates or infringes in any way upon the proprietary rights of others, including, without limitation, copyrighted software, music, photographs, text, videos or artwork; (iv) constitutes pornography, or sexual material of an obscene nature or that violates local, state or national laws; (v) is the private information of another such as their addresses, phone number, Social Security number or credit card number; (vi) contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or (vii) Customer does not have the right to upload or post due to contractual or other legal obligations; and (viii)other material that Company, in its sole discretion, deems inappropriate, including any violations of standards posted on Company's website or sent to Customer by email;

(c) Customer shall maintain Customer's account user name and password in complete confidentiality and shall not disclose Customer's password to any third party. Also, Customer shall assume responsibility for any and all harm or liability attributable to Customer or any other person accessing Customer's account or any Services with Customer's user name and password;

(d) Customer shall not copy, sell, redistribute, license, sublicense, or otherwise transfer Customer's account, or any materials provided to Customer in connection with the Services, to any third party without the express written consent of Company.

(e) Customer shall treat any and all consumer information gathered for Customer or transmitted to Customer via the Company website or Services in accordance with Company's Privacy Policy;

(f) Customer shall not interfere with or disrupt the Service, computer servers or boards, if any, accessible through the Service; and

(g) Customer shall comply with all local, state, and federal laws and regulations.

Without limiting its other remedies, Company may refuse or cancel Customer's account or Services at any time for any violation of the foregoing covenants and conditions. To assure compliance with the paragraph, Company reserves the right to monitor the content of the web pages or sites that correspond to the URLs Customer submits.

7. CHARGES

Customer agrees to pay Company any set-up fees and recurring subscription fees listed on Company's website for the Services Customer selects. Completion and submission of any Service activation form authorizes Company to charge the credit card specified in Customer's registration for all such fees and any related taxes corresponding to the selected Service. Such charges will be made on a periodic basis, coinciding with the subscription period for the selected Service (for example, monthly or annually). In order to avoid the full fee for any new subscription period, Customer must cancel the Service before the new period begins. Any failure to pay the amounts due under this Agreement constitutes a material breach of Customer's obligations under this Agreement. Without limiting any other remedies available to Company, Company may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on Company's website. New pricing terms will become effective beginning with the first full billing cycle after Company posts such changes to its website. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. If Customer does not agree to any changes posted by Company in accordance with this Section, Customer must cancel Customer's account or the affected Service as provided herein before the given changes become effective; otherwise Customer will be deemed to have accepted and agreed to the changes.

8. CANCELATION

Unless stated otherwise on Company's web pages applicable to a given Service, each Service will be provided and billed on a month-to-month or year-to-year subscription basis, measured from the beginning of the calendar month immediately following activation of the given Service. Subscriptions will automatically renew with each monthly or annual period, as applicable, until cancelled in accordance with this section. At any time after activation of a Service, either Customer or Company may cancel that Service (or Company may discontinue the Service completely) by providing written notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period (for paid Services) or calendar month (for free Services). Company also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service.

9. TERMINATION

The term of this Agreement will commence on the date that Company accepts Cutomer's initial registration and will continue in force until terminated in accordance with this section. Upon cancellation of all active Services, or any time thereafter, either party may terminate Customer's account and this Agreement by written notice to the other party. Company also reserves the right to terminate Customer's account and this Agreement immediately and without notice in the event that Customer breaches any provision of this Agreement.

10. REFUNDS

NO REFUNDS ARE AVAILABLE UNDER ANY CIRCUMSTANCES, UNLESS EXPLICITELY SET FORTH IN THIS PARAGRAPH. If Company terminates this Agreement, Customer's account, or any Service prior to the end of any active subscription period, and if Customer has not breached any provision of this Agreement, then Customer may request a partial refund of the fees that Customer has paid for that subscription period, based on the number of days remaining in the subscription period at the time of such termination. If Customer's request is validly submitted in writing within thirty (30) days after such termination, then Company will issue the appropriate credit to Customer's credit card. Customer acknowledges and agrees that NO REFUNDS OR PARTIAL REFUNDS WILL BE ISSUED: (a) FOR ANY SERVICE THAT CUSTOMER CANCELS LATER THAN THIRTY (30) DAYS AFTER ACTIVATION; OR (b) IF CUSTOMER HAS BREACHED ANY PROVISION OF THIS AGREEMENT.

11. HTML TAGS

Some of the Services rely on the use of HTML tags or other code in your web page or site. Subject to Customer's compliance with all the terms of this Agreement, Company grants Customer permission to use the HTML tags or other code supplied to you by Company (the "Tags") solely for Customer's use in receiving the Services for which Customer has paid. Customer agrees to follow all instructions and restrictions provided to Customer by Company with respect to your use of the Tags. Customer agrees that Company will not be responsible for any malfunctions, errors, data inaccuracies, or improper results attributable to your incorrect, unauthorized, or unsupported use of any Tags.

12. OWNERSHIP AND PROPRIETARY RIGHTS

Customer agrees and understands that the Services and all graphic designs, icons, Tags, HTML code, computer programming, and other elements incorporated therein are the exclusive property of Company. In addition, Customer acknowledges that Company owns all right, title, and interest in and to Company's trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Service. Customer's rights to the Services are strictly limited to the rights expressly granted in this Agreement.

13. DISCLAIMER OF WARRANTY

COMPANY MAKES NO REPRESENTATIONS, GUARANTEES OR WARRANTIES OF ANY KING WITH RESPECT TO THE SERVICES MADE AVAILABLE BY COMPANY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY AND THE USE OR THE RESULTS DERIVED FROM ANY SERVICES IN TERMS OF DEPENDABILITY, ACCURACY, SECURITY, TIMELINESS, AVAILABILITY, RELIABILITY, OR USEFULNESS. COMPANY ASSUMES NO RESPONSIBILITY IN CONNECTION WITH THE USE OF ANY OF THE SERVICES OR DATE MADE AVAILABLE BY COMPANY. THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.

14. NO LIABILITY

CUSTOMER AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFIT, REVENUE, OR DATA ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF PORENTIAL LOSS OR DAMAGE. FURTHERMORE, IN NO EVENT WILL COMPANY'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY COMPANY FROM CUSTOMER UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE(S), THEN COMPANY'S LIABILITY WILL BE LIMITED TO THE FEES CUSTOMER HAS PAID TO COMPANY FOR THE PARTICULAR SERVICE(S) DURING SUCH THREE-MONTH PERIOD. Without limiting the foregoing, Company is not responsible for any of Customer's data residing on Company hardware. Customer is responsible for backing-up Customer's data and information that may reside on the Company hardware, whether or not such information is produced through the use of the Service.

15. INDEMNIFICATION

Customer agrees to indemnify, hold harmless, and (at Company's request) defend Company and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys' fees and expenses) incurred in connection with any claim related to (a) Customer's breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information Customer supplies to Company or makes available to any third party, including Customer's registration data and the content of the web pages corresponding to the URLs Customer submits to Company. This obligation shall survive any termination of Customer's relationship with Company.

16. REMEDIES

If Customer is dissatisfied with any portion of any Service, Customer's sole and exclusive remedy is to cancel your account or your subscription to the given Service according to this Agreement. No refunds are available except as expressly provided in the Section entitled "Refunds" above.

17. GENERAL

Attorneys Fees and Costs: If there is any legal or arbitration action or proceeding arising out of or related to this Agreement or the Services provided hereunder, the unsuccessful party to such action or proceeding will pay to the prevailing party all costs and expenses, including reasonable attorney's fees incurred by such prevailing party in such action or proceeding and in any appearance in connection therewith, and if such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorney's fees will be determined by the court or arbitration panel handling the proceeding and will be included in and as a part of such judgment.

Venue: Customer agrees that the exclusive venue for any legal or arbitration action or proceeding arising out of or related to this Agreement or the Services hereunder shall be Los Angeles County, California and Customer consents to such venue and jurisdiction.

Assignment: Company shall have the right, power, or authority to assign this Agreement or any portion of this Agreement, and to delegate any duties or obligations arising under this Agreement without Customer's prior consent. Customer may not assign this Agreement, and any attempt to do so is void.

No Waiver: No waiver or breach of any provision of this Agreement by Company shall be deemed a waiver of any other provision, and no waiver by Company shall be valid unless it is in writing and executed by Company. No extension of time for performance of any obligation or act shall be deemed an extension of time for any other obligation or act. No failure of Company to enforce any term of this Agreement shall be construed as a waiver nor shall it affect Customer's obligations under this Agreement.

Successors: This Agreement shall inure to the benefit of all successors and assigns of Company.

Headings: Headings at the beginning of each section are solely for the convenience of the parties and are not a part of and shall not be used to interpret this Agreement. The singular form shall include plural, and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this Agreement.

No Third Party Rights: Except as otherwise explicated stated in this Agreement, nothing in this Agreement, express or implied, is intended to confer any rights upon third parties.

Entire Agreement: This Agreement, along with Company's other terms, conditions, and policies referenced herein, constitutes the entire agreement between the parties regarding the subject matter of the Agreement, and this Agreement expressly supersedes all previous or contemporaneous agreements, understandings, representations, or statements between the parties regarding those matters.

Invalidity: Any provision of this Agreement that is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force.

Governing Law: The validity, meaning, and effect of this Agreement shall be determined in accordance with Federal and California law.

Acts of God: No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party's reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties.

Notices: Except as provided otherwise herein, any notice given under this Agreement will be made in writing by email and will be effective on the business day after it is sent.

Authority: All persons entering into this Agreement warrant that they have the authority to do so and it is binding on such party.

Announcements: Customer acknowledges that Customer's account is part of the Company network, and, consequently, Customer will receive periodic announcements and information regarding Company's services. Customer may request to be removed from the network's news mailing list at any time.

18. COMMENTS/QUESTIONS

If you have any questions about this Agreement or Company's Services, please contact us by email us.

It is suggested that you print a copy of this Agreement for your records.

Privacy Policy

MasterStats.com and its parent company V.I.P. Interactive, Inc. are dedicated to preserving your privacy. By using the MasterStats.com service, you are acknowledging agreement to this Privacy Policy.

Confidentiality

All the statistical information we compile for your web site and personal information that we collect about you is considered confidential. This information is protected by usernames and passwords. You should keep your password and username confidential. You have access to your personal information through your MasterStats.com account and may modify or update the information as needed.

Registration Information

MasterStats.com's registration form requires users who sign up for the service to give us contact information (such as their name and e-mail address), and/or financial information (such as a credit card number). This personal and financial information allows us to process and fulfill your request, register your account, check your qualifications for registration and to bill you for products and services. We will not sell, trade, or rent your personal information to others. V.I.P. Interactive, Inc. may release account information when we believe, in good faith, that such release is reasonably necessary to (1) comply with law, (2) enforce or apply the terms of any of our user agreements or (3) protect the rights, property or safety of V.I.P. Interactive, Inc., our users, or others. V.I.P. Interactive, Inc. may share customers' personal information with qualified third parties in order to process your order or perform a credit worthiness check.

Use of Cookies

MasterStats.com tracks visitors to your site using cookies for anonymous traffic analysis such as tracking the time/date of the visit, the page viewed, the referrer, and length of visit. The cookie information does not include any personal data such as name, age, phone number, e-mail address or mailing address.

Email Communication

MasterStats.com may need to email you with service or account changes. Because they are necessary to adequately provide our services, customers cannot opt-out of receiving administrative communications related to their accounts. Such e-mail may include confirmation of a registration or purchase or communication during the sales or support process.

MasterStats.com may also email customers general announcements and service updates. Customers can opt-out of receiving such communications during registration or by editing account preferences.

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