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Service Agreement (the "Agreement") describes the terms and cond Megaupload ("we" or "our company") offer services to you ("Custo By registering for or using Megaupload services, Customer agrees the following terms and conditions.

Eligibility for Megaupload Services. Our Services are available only to individuals and business entities (including but not limited to sole proprietorships) in good legal standing that can form le gally binding contracts under applicable law. Customer hereby represents and war rants that it is duly licensed to do business and is in good legal standing in t he jurisdictions in which it does business (during the term of this Agreement) t hat it is not a competitor of Megaupload, and that the person agreeing to this A greement for Customer is at least eighteen years of age and otherwise capable of and authorized to enter binding contracts for Customer Megaupload Services Subject to the terms and conditions of this Agreement, Megaupload makes certain Services available to Customer. For the purposes of this Agreement: (a) "Custome r" (or "you") means the individual or business entity that is using or registeri ng to use the Services, including its employees and agents; (b) Megaupload "Serv ices" means those electronic or interactive services offered by Megaupload. Mega upload Online reserves the right to change or discontinue any of the Services at any time. Ownership You acknowledge that all materials (except those uploaded by users) provided on this Web site, including but not limited to information, documents, products, lo gos, graphics, sounds, gui, software, and services (collectively "Materials"), a re provided either by Megaupload or by their respective third party authors, dev elopers and vendors (collectively "Third Party Providers") and the underlying in tellectual property rights are owned by Megaupload and/or its Third Party Provid ers. Elements of the Web site are protected by trade dress and other laws and ma y not be copied or imitated in whole or in part. Megaupload, the Megaupload logo and other Megaupload products referenced herein are trademarks of Megaupload, a nd may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owner s. Customer Information Customer represents and warrants that the information it provides in Megaupload contact information forms is true, accurate, current and complete. Customer agre es to maintain and update this information to ensure that it is true, accurate, current and complete. If, at any time, any information provided by Customer is u ntrue, inaccurate, not current or incomplete, Megaupload will have the right to suspend or terminate Customer's account and this Agreement. Customer Account 5.1 Authorized Users Customer may designate persons to act as its agents to use the Services, provide d that each designated person has the legal capacity to enter into binding contr acts for Customer. Furthermore, Customer represents and warrants that each perso n who registers under Customer's account is an authorized agent of Customer (an "Authorized User") who has such legal capacity. 5.2 Responsibility for Access Customer is solely responsible and liable for any and all access to and use of t he Services (including all activities and transactions) by any Authorized User a nd/or User ID registered under Customer's account, unless such access to or use of the Services is the direct result solely of the gross negligence of Megauploa d. It is Customer's responsibility, through its systems administrator Authorized User, to set the appropriate access for each of Customer's Authorized Users. 5.3 Responsibility for User IDs and Passwords Customer is solely responsible for maintaining the confidentiality of Customer a ccess information, i.e. account ID's and passwords of its Authorized Users, and are responsible for all activities that occur under your account.

5.4 Notification of Unauthorized Use Customer will immediately notify Megaupload if Customer notices any activity ind icating that Customer's account or data is being used without authorization, inc luding: (a) Customer has received confirmation of an order or orders placed usin g Customer's account which Customer did not place or any similar conflicting rep ort; or (b) Customer becomes aware of any unauthorized use of any product or ser vice related to its account(s). Customer Data Customer has sole responsibility and liability for the data its stores on Megaup load's servers. Customer controls its data through its generated link. Megauploa d encourages Customer to archive its data regularly and frequently; Customer bea rs full responsibility for archiving its data and sole liability for any lost or irrecoverable data. Customer agrees to maintain its data in compliance with its legal obligations. Megaupload will delete Customer data upon termination of thi s Agreement. However, Megaupload may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data. 6.1 Special Circumstances Megaupload will provide access to the Services and Customer's data to an agent o f Customer ("Authorized Agent") who provides Megaupload with a notarized letter signed by an officer of Customer which letter shall include statements of authen ticity, authority, and liability as required by Megaupload in its sole discretio n. Customer expressly and irrevocably agrees that Megaupload may rely on such a letter and on the apparent authority of the person requesting access to the Serv ices or to Customer's account. In no event will Megaupload be liable to Customer or any third party for Megaupload's reliance on such letter or such apparent au thority. Acceptable Use You agree to not use Megaupload's Service to: a. upload, post, e-mail, transmit or otherwise make available any Content that s preads messages of terror or depicts torture or death-gui; if serious enough, th e content will be reported to the appropriate legal authority and/or the member' s ISP will be contacted; b. harm minors in any way, this includes any form of child pornography; if serio us enough, the content will be reported to the appropriate legal authority and/o r the member's ISP will be contacted; c. upload, post, e-mail, transmit or otherwise make available any Content that i nfringes any patent, trademark, trade secret, copyright or other proprietary rig hts of any party. 7.1 Illegality/Adult Content Megaupload neither sanctions nor permits site content or the transmission of dat a that contains illegal or obscene material or fosters or promotes illegal activ ity, including but not limited to, gambling, the offering for sale of illegal we apons, and the promotion or publication of any material that may violate hate cr imes legislation. Megaupload reserves the right to immediately suspend or terminate any account or transmission that violates this policy, without prior notice. Further, should Customer violate this policy, Megaupload will actively assist an d cooperate with law enforcement agencies and government authorities in collecti ng and tendering information about Customer, Customer's site, the illegal or obs cene content, and those persons that may have inappropriately accessed, acquired , or used the illegal or obscene content. 7.2 Wrongful Conduct Customer shall not commit or permit wrongful or damaging acts which justify civi l action including, but not limited to, posting of defamatory, scandalous, or pr ivate information about a person without their consent or intentionally inflicti ng emotional distress. 7.3 Access and Interference Violations or attempts to violate Megaupload systems or to interrupt Megaupload services are strictly prohibited, and may result in criminal and civil liability . Examples of system violations include, without limitation:

a. Unauthorized access to or use of Megaupload Services, including any attempt t o probe, scan or test the vulnerability of a system or to breach security or aut hentication measures without express authorization of Megaupload; or (b) Interfe rence with Service to any customer or network including, without limitation, flo oding, or deliberate attempts to overload a system and broadcast attacks; or (c) Use of any device, software, or routine to interfere or attempt to interfere wi th the proper working of the Services; or (d) Any action that imposes an unreaso nable or disproportionately large load on Megaupload's infrastructure b. Customer shall not decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of the "software tools" (includi ng the tools, methods, processes, and infrastructure) underlying the Services or any other software on the Megaupload Web site. 7.4 Copyright or Trademark Infringement Megaupload Services may be used only for lawful purposes. Transmission, distribu tion or storage of any material in violation of any applicable law or regulation , including export control laws, is prohibited. This includes, without limitatio n, material protected by patent, copyright, trademark, service mark, trade secre t or other intellectual property rights. If you use another party's material, yo u must obtain prior authorization. By using the Services, you represent and warr ant that you are the author and copyright owner and/or proper licensee with resp ect to any hosted content and you further represent and warrant that no content violates the trademark or rights of any third party. Megaupload reserves the rig ht to suspend or terminate a Customer's transmission(s) that, in Megaupload's di scretion, violates these policies or violates any law or regulation. 7.5 Misuse of System Resources Customer shall not misuse system resources including, but not limited to, employ ing content which consume excessive CPU time or storage space; utilizing excessi ve bandwidth; or resale of access to content hosted on Megaupload servers. 7.6 Other Activities Whether lawful or unlawful, Megaupload reserves the right to determine what is h armful to its Customers, operations or reputation, including any activities that restrict or inhibit any other user from using and enjoying the Service or the I nternet. Please be aware Megaupload reserves the right to cancel any account or transmiss ion they find in violation of any of the above policies. If appropriate, Megaupl oad will refer complaints to law enforcement authorities, and in such case, Mega upload will actively assist law enforcement agencies with the investigation and prosecution of any such activities, including surrendering Customer account and data information. Complaints about violators of our Policy should be sent via e-mail to abuse@Mega upload.com. Each complaint will be investigated and may result to immediate canc ellation of Services without prior notice. No Warranty You expressly understand and agree that: (a) your use of the Service is at your sole risk. Megaupload Services are provided on an "as is" and "as available" bas is. Megaupload and its suppliers, to the fullest extent permitted by law, discla im all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchantability and non-infringement of proprietary or th ird party rights. Megaupload and its suppliers make no warranties about the accu racy, reliability, completeness, or timeliness of our Services, software, or con tent; (b) Megaupload makes no warranty that (i) the Service will meet your requi rements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accur ate or reliable, (iv) the quality of any products, services, information, or oth er material purchased or obtained by you through the Service will meet your expe ctations, and (v) any errors in the software will be corrected; (d) any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any su ch material; (e) no advice or information, whether oral or written, obtained by

you from us or through or from the Service shall create any warranty not express ly stated in these terms and conditions. Indemnity You agree to defend, indemnify, and hold harmless Megaupload, its affiliates, of ficers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal fees, alleging or result ing from your use the Service, or your breach of this Agreement or other Megaupl oad policies, terms and conditions. Limitation of Liability Your use of Megaupload is at your own risk. If you are dissatisfied with any asp ect of our Service or with these terms & conditions, or any other rules or polic ies, your sole remedy is to discontinue use of the Service. You expressly unders tand and agree that Megaupload shall not be liable for any direct, indirect, inc idental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (ev en if we have been advised of the possibility of such damages), resulting from: (I) the use or the inability to use the Service; (II) the cost of procurement of substitute goods and services resulting from any goods, data, information or se rvices purchased or obtained or messages received or transactions entered into t hrough or from the Service; (III) unauthorized access to or alteration of your t ransmissions or data; (IV) statements or conduct of any third party on the servi ce; or (V) any other matter relating to the Service. Modifications to Agreements, Policies or to our Services We reserve the right to change this Service Agreement at any time without notice . We also reserve the right at any time to modify or discontinue the Service, te mporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or dis continuance of the Service. You acknowledge that we may establish general practi ces and limits concerning use of the Service, including the maximum disk space t hat will be allotted on Megaupload's servers on your behalf, and the maximum num ber of times (and the maximum duration for which) you may access the Service in a given period of time. Further, you acknowledge that Megaupload may change subs cription fees at any time without notice. Changes in subscription fees will take effect on expiration of any existing Customer subscription. Termination 12.1 Without limiting other remedies, Megaupload may immediately issue a warning, sus pend (i.e., lock out access and operation of Services for Customer) either tempo rarily or indefinitely, or terminate Customer's account and refuse to provide Se rvices to Customer if: (a) Megaupload believes that Customer have violated or ac ted inconsistently with this Agreement, or any of our policies; or (b) Customer have failed to pay fees or other payments due to Megaupload; or (c) Megaupload i s unable to verify or authenticate any information Customer provides to Megauplo ad; or (d) Megaupload believes that Customer's actions may cause legal liability for Customer, Megaupload's other clients, or Megaupload. Megaupload 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 te rmination of your access to the Service under any provision of these terms and c onditions may be effected without prior notice, and acknowledge and agree that M egaupload may immediately deactivate, archive or delete your account and all rel ated information and data and/or any further access to such data or the Service. Further, you agree that Megaupload shall not be liable to you or any third-part y for any termination of your access to the Service. Upon termination of this Agreement by either Customer or Megaupload, all of Cust omer rights under this Agreement, and Megaupload's provision of Services, will t erminate immediately. 12.2 The Sections 6 ("Customer Data"), 9 ("No Warranty"), 10 ("Indemnity"), 11 ("Limi tation Of Liability") and this Section 13 will survive any termination of this A greement.

Miscellaneous These terms and conditions will be governed by and construed in accordance with the laws of the State of California, excluding that body of law governing confli ct of laws. Any legal action or proceeding relating to or arising out of these T erms or your use of the Web site will be brought in a federal or state court in Santa Clara County, California, and you submit to the venue and personal jurisdi ction of such court. If any provision of these Terms is held to be invalid or un enforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Megaupload's failure to act with respect to a b reach by Customer or others does not waive Megaupload's right to act with respec t to subsequent or similar breaches. No action by Customer arising under this Ag reement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose. 13.1 Relationship Customer and Megaupload are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is inten ded or created by this Agreement. 13.2 Assignment Customer may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void. 13.3 Force Majure Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in perfor mance under this Agreement resulting directly or indirectly from causes beyond M egaupload's control. 13.4 Interpretation If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way defin e, limit, construe or describe the scope or extent of such section. 13.5 You represent and warrant to Megaupload that (a) you are not a competitor of Meg aupload, (b) you shall keep publicly unannounced information and materials perta ining to Megaupload, pre-release software, testing or testing procedures strictl y confidential and (c) you shall not use any information gained from access to t he Megaupload Web site or use of the Megaupload Services to compete with Megaupl oad in its business. 13.6 Exceptions Except for other agreements or terms appearing on the Web site, this Agreement s et forth the entire understanding and agreement between us with respect to the s ubject matter hereof. Additional Information Any questions relating to our Legal Agreements and Policies may be directed to l egal@megaupload.com. Abuse management click here Megaupload Limited P.O. Box No. 28410 Gloucester Road Post Office Hong Kong