MEP E-COMMERCE Portal Access Agreement

General. This agreement ("Agreement") covers the terms on which we agree to provide and you agree to accept any service or product we make available to you. (collectively "Services"). You accept this Agreement when you do any of the following: (a) provide your written or electronic signature; (b) accept through an oral or electronic statement; (c) attempt to or in any way use any of the Services; (d) pay for any Services; or (e) open any materials or package that says you are accepting when you open it. The Agreement includes the terms in this document together with the terms associated with the Services you select (as described in our marketing materials, e.g., service plan brochures, or on our website). You represent that you are at least 18 years old. In this document, we use the words "We," "Us," "Our" or "The Company" to refer to EntertainMe World, Inc. and its affiliates doing business as “The EntertainMe Network”,  “EntertainMe USA.com” et al.

Term of Service: Month to Month with 30 day notice of non-renewal. (see Agreements Defined)

MEPCENTER.COM Portal Monthly Access Fee: None.

Description of MEPCENTER.COM Services:

The MEPCENTER.COM E-COMMERCE PORTAL is available for use by subscribing MEP Centers to provide their MEP Clients with an affordable e-commerce solution for their small to medium sized businesses to have a web presence with an online store. MEP Client’s Ad and online store are displayed on the MEP Portal and on the corresponding EntertainMe websites covering the geographic location of the MEP Center Client.

 

The MEP Portal provides each subscribing MEP Center with an Administrative Virtual Office to upload and access training program materials, add and edit content to display on the subscribing MEP Center’s individual Portal Home Page, track statistics of MEP Clients using the Portal plus view and download reports.

The EntertainMe Network of websites and the e-commerce portals tied to it are a network of interlinking regional e-commerce websites, reaching consumers worldwide under the EntertainMe World Brand. Our focus is to provide our visitors with quality content and information about each city, state or country with an emphasis on products and services available from our Advertisers in each location. We created this E-Commerce program to provide small to medium size businesses around the country with an affordable way to advertise their products and services and create their own website presence with an online store without the need for an expensive webmaster.

 

MEP Center Client’s E-commerce Advertising Package includes:

·          EntertainMe Virtual Office: Each Advertiser will choose a special user ID and password which will allow them to log into their EntertainMe Virtual Office to upload photos, videos and other content for their billboard and landing pages. The EntertainMe Virtual Office is your online office to create, maintain and monitor your advertisement and online store on the EntertainMe website of your choice. We have created a customized Wizard to help guide you through the set up process. You don’t need to understand HTML to build your own online store. We created the Wizard to make it so simple that even someone who has never used a computer before can build their own site in minutes with the EntertainMe Virtual Office.  You can edit your advertisement, add items for sale in your online store, view reports of visitor traffic and sales results any time day or night.

 

·          A Billboard Ad: When our website visitor searches for a destination within the category(s) you are listed in, your billboard ad will be displayed from within our master database. There will be 10 billboard ads per page in each category and billboard placement on the page is determined on a first come first served basis.

 

 

        

 

·          A Landing Page with online store: When somebody clicks on your billboard ad, they will be taken to your landing page within the website. Your landing page will contain all of the information about your destination, service or product including your contact information, photographs and an online store with shopping cart to sell your product or services online.

·          Search Engine Optimization (SEO): All EntertainMe websites have been optimized to provide our advertisers with higher exposure and better page rank on al the major search engines. Search engine optimization is the process of designing web pages so that they rank as high as possible in the un-paid “organic” search results from search engines. Proper optimization generally results in an increased visibility of a website and improvement in the volume and quality of traffic to the website from search engines. The quality and volume of traffic to your website has a direct impact on the amount of conversions (sales) generated by those website visitors.

 

·          Search Results Ranking: On the internet, relevant content is King. In general, the more advertisers marketing their products and services on the EntertainMe Network the higher the potential for the success of all Advertisers on the Network. Each EntertainMe site currently has over 2.5 million pages of content indexed by certain keywords and key phrases in the major search engines. Because of the size of our network, the major search engines spend enormous amounts of time spidering each site almost daily for new and updated content. This means that new Advertisers joining the Network have a far greater chance of their landing page(s) being indexed and found from key phrase searches entered directly from the search results pages from the major search engines.

·          Video Streaming: As an advertiser, you will have the ability to upload video of your product or service to your landing page. As an example, if you run a fishing lodge, you will be able to show perspective customers the lodge and actual video of your clients "catching the Big One". This service alone has over a $200 annual value over the monthly advertising subscription fee and is being offered free to our Advertisers and included as part of the advertising package.

 

Agreements Defined

Promotional Agreement: Advertisers participating in any “promotional” offering provided by The Company agree to abide by the “Advertising Terms & Conditions” as described in the section below.

Standard Agreement: Term and Termination

·          Initial Service Term: The initial term of this Agreement is Month to Month with a thirty day (30) notice of non-renewal or cancellation (see Cancellation) and these Terms will commence on the date that You click the "I AGREE" button to these Terms (or the first date on which you use the Service, whichever comes first) and will remain effective for the period of time corresponding to the plan You select during the Registration Process ("Initial Term”).

·          Pricing: The fees charged to our advertisers for advertising hosting services during the initial term are set and will not increase during the initial term provided Advertiser’s account remains current and in good standing during the term. After the initial term The Company at its discretion may offer discounts or special offers from time to time.

·          Payment Terms: All installation or setup fees and non-recurring charges if any, along with the first month’s recurring charges, shall be due and payable upon initiation of Service. Thereafter, recurring fees will be charged in advance to Your credit card. If Your credit card is invalid or You are otherwise past due in your payments for any reason, the Service may be terminated and removed from EntertainMe World’s servers by The Company with or without notice, and all the information contained within deleted permanently along with loss of current Billboard placement. The Company accepts no liability for information or content that is deleted due to an invalid credit card or where Your payments are past due. Reactivation of the Service after termination or cancellation for any reason shall require the payment of additional setup fees and your Billboard Ad will be placed in the next available position. The Company reserves the right at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal, the prices charged may be changed without notice to the then prevailing price for the Services. Reactivation of the Service after termination may be billed at the prevailing price for Services.

·          Payment Method: Monthly subscription payable online only.

·          Payment Types: We accept all major credit cards and PayPal

·          Cancellation: If You wish to terminate the Services at any time prior to or at the end of the Initial Term or any subsequent term to which you have agreed ("Renewal Term"), you must sign in to your account, access the MEPCENTER.COM E-Commerce Portal at http://www.mepcenter.com,  and click on “Contact Us” and send an email from there attention Administration. Fill in your contact information and in the subject line type "Cancel Plan." Neither U.S. mail nor phone notification shall be acceptable.  For all services covered by this agreement and for all accounts we must receive your cancellation notice at least thirty days (30) prior to your payment due date. If we do not receive your cancellation notice 30 days prior to the next service cycle, you will be responsible for full payment of the next period of service and any other fees accrued during the service cycle, related to your account. The fees are non-refundable and if any Services are terminated before the end of your current billing cycle, we will not prorate charges to the date of termination, and you will not receive a credit or refund for any unused Services. If You fail to notify The Company of Your intent not to renew, this Agreement will be automatically renewed, thirty (30) days prior to the end of the Initial Term, for a month-to-month period, or for one year in the case of products with an annual term, at the then-current rates and charges. If You renew for a Renewal Term, or fail to cancel the services as set forth herein, this Agreement will be renewed for the Renewal Term at the then-current rates and fees.  

Any questions should be directed to your Advertising Agent.

 

Advertising Terms & Conditions

Introduction. By entering into this Agreement, You are requesting to participate in the Program where EntertainMe World provides Advertiser hosting services at the direction of content providers who seek to make their content available to end users, subject to the terms of this Agreement. “You” means you or, if you are entering into this Agreement on behalf of your employer or another entity, then “You” means that employer or entity and affiliates. We may revise the terms of this Agreement by providing the new terms and conditions for You to accept or reject when You next log in to the Program and by sending notice to You at your email address of record. You must accept or reject the new terms and conditions within five (5) days from the date the notice was sent to You, by logging into the MEPCENTER.COM E-Commerce Portal or as otherwise designated in writing by EntertainMe World, and accepting or rejecting the new terms. If You do not accept or reject the new terms within the five (5) day period, You will be deemed to have accepted and be bound by the new terms. If You do not wish to be bound by the new terms, you must terminate this Agreement but You will no longer be able to participate in the Program.

 

1. Program Participation. Participation in the Program is subject to EntertainMe World’s prior approval and Your continued compliance with the terms of this Agreement. We reserve the right to refuse participation to any applicant or participant at any time in our sole and absolute discretion, and to withdraw content, suspend, restrict and/or terminate the services provided under this Agreement and Your participation in the Program, immediately without notice to You and without liability to EntertainMe World, for any reason, including repeat violations of our copyright policy or other Program policies. You must register for the Program and create an account in order to participate in the Program. To register and create an account, go to http://www.mepcenter.com/Step1.asp. You are solely responsible for keeping your email address and other contact information updated.

 

2. Your Content. After entering into this Agreement, You may designate content for hosting and display to end users (i) by uploading such content directly to Us by accessing the MEPCENTER.COM E-Commerce Portal, (ii)by providing copies of Your content to your EntertainMe World Agent. All content so designated by You and contained within or provided by You in association with such content, including but not limited to all images, closed captioning, metadata and music, is referred to collectively as “Authorized Content.” EntertainMe World shall have no obligation whatsoever to return any materials delivered to it for uploading under this Agreement.

 

3. Use of Content. By entering into this Agreement and uploading, sending or otherwise making available Your Authorized Content to EntertainMe World, you are directing and authorizing EntertainMe World to, and granting EntertainMe World a royalty-free, non-exclusive right and license to, host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms based on the Authorized Content in order to (i) host the Authorized Content on EntertainMe World’s servers, (ii) index the Authorized Content; (iii) display, perform and distribute the Authorized Content, in whole or in part, in the territory(ies) designated by You, in connection with EntertainMe World products and services now existing or hereafter developed. EntertainMe World may in its sole discretion display a link or links to the website You designate (subject to EntertainMe World’s approval) in connection with any display of Your Authorized Content, and to display links to third party commercial retailer web sites where purchases of the Authorized Content may be available, to the extent such third party commercial retailer web site serves as a distributor of the Authorized Content. You expressly agree that any and all links provided by You shall function properly and effectively to allow end users to transfer immediately to the intended and indicated site(s), and that You are solely responsible for maintaining and updating as necessary any such links. Failure to do so may result in immediate termination without notice to You. EntertainMe World reserves the right to display advertisements in connection with any display of Your Authorized Content. Notwithstanding the foregoing, EntertainMe World is not required to host, index, or display any Authorized Content uploaded or otherwise provided to EntertainMe World that We deem unacceptable at our discretion, and may remove or refuse to host, index or display any Authorized Content. EntertainMe World is not responsible for any loss, theft, intellectual property infringement or damage of any kind to the Authorized Content.

 

4. Promotional License, Brand Features, Publicity. You hereby grant EntertainMe World, Inc. it’s subsidiaries, successors and assigns, a non-exclusive, world-wide, royalty-free license to use Your name and logo (“Brand Features”), in connection with Your Authorized Content, and to use limited excerpts from Your Authorized Content for advertising or promotional purposes, including without limitation the right to publicly display, perform, reproduce and distribute such excerpts and Brand Features on the Internet and in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If this Agreement is terminated, EntertainMe World may continue to use such excerpts and Brand Features in printed (versus “online”) materials that are in existence as of the date of termination until such materials are depleted or are redesigned, whichever comes first.

 

5. MEPCENTER.COM E-Commerce Portal. You may use the MEPCENTER.COM E-Commerce Portal for the sole purpose of providing Your Authorized Content to EntertainMe World. You must immediately notify Us of any known unauthorized use of the MEPCENTER.COM E-Commerce Portal. You may not use the MEPCENTER.COM E-Commerce Portal for any other reason, including but not limited to (i) selling or otherwise redistributing any aspect of the MEPCENTER.COM E-Commerce Portal, (ii) modifying, adapting, translating, or reverse engineering any portion of the MEPCENTER.COM E-Commerce Portal; (iii) attempting to break security, access, tamper with or use any unauthorized areas of the MEPCENTER.COM E-Commerce Portal; (iv) removing any copyright, trademark or other proprietary rights notices contained in or on the MEPCENTER.COM E-Commerce Portal; (v) attempting to collect or maintain any information about other users of the MEPCENTER.COM E-Commerce Portal or other third parties for unauthorized purposes; (vi) transmitting any viruses, worms, defects, Trojan horses or other malicious code or items of a destructive nature; or (vii) using the MEPCENTER.COM E-Commerce Portal for any unlawful, harassing, abusive, criminal or fraudulent purpose.

 

6. Proprietary Rights. Nothing contained in this Agreement conveys any ownership right to Us in any of the Authorized Content, or other materials provided by You. You acknowledge that as between You and EntertainMe World, EntertainMe World owns all right, title and interest in and to the Program, EntertainMe World products and services, and the MEPCENTER.COM E-Commerce Portal and portions thereof, including without limitation, all intellectual property rights.

 

7. Confidentiality. You agree not to disclose EntertainMe World Confidential Information without Our prior written consent. “EntertainMe World Confidential Information” includes without limitation: (i) all EntertainMe World software, technology, programming, technical specifications, materials, guidelines and documentation relating to this Program; (ii) any click-through rates, financial information (including pricing), business information, including operations, planning, marketing interests, products, and any other reporting information (including revenues, if any, paid to You by EntertainMe World) provided by EntertainMe World; and (iii) any other information designated in writing by EntertainMe World as “Confidential” or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary under the circumstances. It does not include information that has become publicly known through no breach by You, or information that has been (a) independently developed without access to EntertainMe World Confidential Information, as evidenced in writing; (b) rightfully received by You from a third party without a breach of confidentiality by such third party; or (c) required to be disclosed by law or by a governmental authority.

 

 

8. Disclaimer and Limitation of Liability. THE PROGRAM, ENTERTAINME WORLD PRODUCTS AND SERVICES, ANY COPY PROTECTION, SECURITY FEATURES AND THE MEPCENTER.COM E-COMMERCE PORTAL ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER. ENTERTAINME WORLD AND ITS LICENSORS AND THIRD-PARTY SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO TELECOMMUNICATIONS, SERVER AND HOSTING SERVICES, POWER SUPPLIERS, AND OTHER SERVICE PROVIDERS (COLLECTIVELY, “SERVICE PROVIDERS”) EXPRESSLY DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE PROGRAM, ANY TECHNOLOGY USED IN CONNECTION THEREWITH, THE AUTHORIZED CONTENT, TERRITORY RESTRICTION FEATURES AND TECHNOLOGY, AND THE MEPCENTER.COM E-COMMERCE PORTAL, THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND WARRANTIES AS TO THE PERFORMANCE OF COMPUTERS OR NETWORKS. ENTERTAINME WORLD, ITS LICENSORS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT ANY ENTERTAINME WORLD PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE RESULTS OR INFORMATION OBTAINED FROM USE OF ENTERTAINME WORLD PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE. IN NO EVENT SHALL ENTERTAINME WORLD, ITS LICENSORS AND SERVICE PROVIDERS BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

YOU UNDERSTAND AND AGREE THAT YOU USE THE PROGRAM AND THE MEPCENTER.COM E-COMMERCE PORTAL AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR AUTHORIZED CONTENT, AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE MEPCENTER.COM E-COMMERCE PORTAL.

 

10. You Must Have the Right to Use All of the Images, Music and Data of Any Sort in Your Authorized Content, and You Must Have the Right to Grant the Licenses in this Agreement. By entering into this Agreement and uploading or otherwise providing Your Authorized Content to EntertainMe World, You represent and warrant to EntertainMe World the following: (a) You are at least 18 years of age if You are a natural person; (b) all of the information provided by You to EntertainMe World to enroll and participate in the Program is correct and current; (c) the Authorized Content is not, in whole or in part, pornographic or obscene; (d) You hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in and to Your Authorized Content and Your Brand Features to enter into this Agreement and to grant the rights granted herein; (e) You have the legal right and authority to enter into this Agreement, to perform the acts required of You under the Agreement, and to grant the rights and licenses described in this Agreement. You further represent and warrant that (i) the Authorized Content and the rights and licenses granted to EntertainMe World under this Agreement and EntertainMe World’s authorized use of Your Authorized Content (including the public display, public performance, distribution and reproduction of Your Authorized Content): (i) do not and will not violate any applicable law, statute, ordinance or regulation and (ii) do not breach and will not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort or contract theories and (ii) that the web site (including products and services therein) to which EntertainMe World may display a link in connection with the display of the Authorized Content does not and will not violate or encourage violation of any applicable law, statute, ordinance or regulation.

 

11. Your Obligation to Indemnify. You agree to indemnify, defend and hold EntertainMe World, Inc., it’s subsidiaries, successors or assigns and its respective directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) harmless from and against any and all third party claims, liability, loss and expense (including reasonable legal fees, damage awards, and settlement amounts) brought against any Indemnified Person(s) arising out of, or related to or which may arise from Your Authorized Content, Your Brand Features, EntertainMe World’s authorized use of any of the foregoing, Your use of the Program and the MEPCENTER.COM E-Commerce Portal, and/or Your breach of this Agreement. The Indemnified Persons may in their sole discretion control the defense, at Your expense, of any claim indemnified herein. In the event that the Indemnified Parties determine not to control the defense of any claim hereunder, any Indemnified Person may join in defense with counsel of its choice at its own expense. You will not settle or resolve any such claim in a manner that imposes any liability or obligation on EntertainMe World or affects EntertainMe World’s rights in connection therewith without the advance written approval of EntertainMe World, which will not be unreasonably withheld or delayed.

 

12. Termination; Withdrawal of Content. Either party may terminate this Agreement immediately upon written notice to the other party 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. You may terminate this Agreement for convenience upon thirty (30) days prior written notice. You may withdraw Your Authorized Content from public display in the Program by accessing Your account in the MEPCENTER.COM E-Commerce Portal and deleting said content in your Media Vault. EntertainMe World may at any time in its sole discretion and without liability to EntertainMe World terminate the Program or any product, service or feature offered in the Program, terminate this Agreement, or withdraw any Authorized Content in the Program.

 

13. Privacy and Information Rights. You agree that We may use information that You provide to Us when You register for the Program in accordance with the privacy policy located at http://www.entertainme usa.com/privacy.html. In addition, You agree that EntertainMe World may transfer and disclose this information, including personally identifiable information, to third parties for the purpose of approving and enabling your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. EntertainMe World may provide any of the above information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. EntertainMe World disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party.

 

 

 

14. General.

a. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) if to You at the electronic mail address You provide in registering for the Program and (b) if to EntertainMe World to such address as provided at http://www.entertainmevo.com/Contact.asp or as otherwise provided in writing for such notice purposes. A second copy of every notice to EntertainMe World shall be sent to EntertainMe World, Inc. 6120 West Tropicana Ave. Suite A16 #403 Las Vegas, NV 89103, “Attn: Legal Dept.” Notice shall be deemed received (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail, or (v) by electronic mail when sent by EntertainMe World only. Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.

b. Miscellaneous. You may not resell, assign or transfer any of YOUR rights hereunder. Any such attempt shall be null and void. The relationship between EntertainMe World and You is not one of a legal partnership relationship, but is one of independent contractors. The words “You” or “Your” shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights relating to Authorized Content under applicable law, including but not limited to copyright law. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet or other network disturbances. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches. The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect. Except as to any prior version of this Content Hosting Service Agreement between you and EntertainMe World that sets forth the license to and use by EntertainMe World of your Authorized Content, (i) nothing in this Agreement is intended to be, or will be construed as, altering, revising, modifying or otherwise amending any other content hosting services agreement; and (ii) in the event of a conflict between this Agreement and any other content hosting service agreement that You enter into with EntertainMe World with respect to Your Authorized Content, the terms of that other content hosting services agreement shall govern. Except as otherwise set forth herein, this Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and replaces all prior written or spoken agreements. This Agreement shall be construed as if jointly drafted by the parties. This Agreement shall be governed by the laws of the State of Nevada, without regard to its principles of conflicts of law. Any litigation hereunder shall be brought in any state or federal court of competent jurisdiction in Clark County, Nevada; the parties agree that venue shall be proper in, and consent to the personal jurisdiction of, such courts. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The provisions of Sections 4, 5, 6, 7, 8, 9, 11, 13, and 14 shall survive any expiration or termination of this Agreement. 

Activation:

This Agreement will activate upon the establishment of your MEPCENTER.COM account. MEPCENTER.COM intends to be available for MEP Centers to sign up for service on 1/25/2008.

 

 

Contact Information:

 

EntertainMe World, Inc.

CJ Hays, V.P. Marketing

Office: 702-362-5134

Email: cj@entertainmeworld.com