This Membership Agreement (the "Agreement”) governs your membership in the meashots.com, allowing you full access to the membership portions of the web site located at www.meashots.com (the "Site"). This Agreement is in addition to the Terms of Use applicable to the Site. The Site is operated by Meashots FZ-LLC ("Meashots"). Access and use of the membership portions of the Site are provided by Meashots to you on condition that you accept the terms and conditions hereof and the Terms of Use, and by accessing or using the membership portions of the Site, you agree to the terms and conditions hereof and the Terms of Use. If you do not agree to accept and abide by this Agreement and the Terms of Use, you should not access or use the membership portions of the Site. In the event of any inconsistency between this Agreement and the Terms of Use, the terms of this Agreement shall govern. Meashots reserves the right, in its discretion, to change or modify all or any part hereof at any time, effective immediately upon notice published on the Site. Your continued use of the membership portions of the Site after such notice constitutes your binding acceptance of the terms and conditions set forth herein, including any changes or modifications made by Meashots as permitted above. If at any time the terms and conditions hereof are no longer acceptable to you, you should immediately cease use of the membership portions of the Site.

1. Download Credits

Download credits can be purchased from the Credit Purchase Page within the membership portion of the Site. Credits can be purchased online with VISA, MasterCard, Paypal, Skrill, or with cheque or as otherwise may from time to time be updated by Meashots. The price of credits purchased through the Site will be the price specified in the Site at the time of your purchase. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize Meashots to charge the designated Credit Card, PayPal account, or Skrill Account for the total amount of the purchase.

2. Use of Content

You acknowledge that the Site contains or may contain information, software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of Meashots and its affiliates or other third parties (including other members). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted herein and any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement).

Content is provided to the Site through members entering into a Contributor Agreement . Subject to the provisions of the applicable Contributor Agreement, you may post on the Site any Content owned wholly by you by submitting to submit.meashots.com. You may download Content only in accordance with the terms hereof and the then applicable Content License Agreement.

3. Registration Data and Account Security

In consideration of the member’s use of the Site, the member agrees to: (a) provide accurate, current and complete information about the member as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information the member provides to Meashots, to keep it accurate, current and complete; (c) maintain the security of the member’s password and identification; (d) notify Meashots of any unauthorized use of the member’s account or other breach of security; (e) accept all responsibility for any and all activities that occur under the member’s account; and (f) accept all risks of unauthorized access to the Registration Data and any other information the member provides to Meashots.

4. Rules of Conduct

The member agrees not to use the Site for any purpose that is unlawful or not permitted hereby. By way of example, without limitation, the member agrees that when uploading to or communicating via the Site, including in respect of any forums, chat-rooms or other exchanges (a "Forum”) accessed on or through the Site, the member shall not do any of the following:

A.- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others;

B.- Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information;

C.- Upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless the member owns or controls the rights thereto or have received all necessary consents;

D.- Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer;

E.- Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded;

F. - Falsify the origin or source of software or other material contained in a file that is uploaded;

G. - Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters;

H.- Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner; and

I.- Use any communications or Content or other information obtained through the Site in a manner that is competitive with the Site or Meashots’ business.

The member acknowledges that Forums are public and not private communications. Further, the member acknowledges that no communication of a third party or Content is endorsed by Meashots and no communication of a third party or Content may be considered reviewed, screened or approved by Meashots. As explained below, Meashots reserves the right for any reason to remove without notice any communication, Content or other material posted to the Site.

The member also agrees not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. The member also agrees not to attempt to gain unauthorized access to any other Meashots member accounts, computer systems or networks associated with the Site. The member also agrees not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

5. Managing Content

A. Meashots does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content of such communications or Content. Notwithstanding the foregoing, Meashots reserves the right to delete, move or edit any communication or Content that Meashots may determine, in its sole discretion, violates or may violate this Agreement or is otherwise unacceptable. The member shall remain solely responsible for all communications made or Content uploaded under the Member’s name/account. Meashots shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. The member acknowledges that any screening of Content performed by Meashots to determine Accepted Content is done as a courtesy only.

B. Meashots respects the intellectual property of others, and we ask the Site users to do the same. If the member believes that the work thereof has been copied in a way that constitutes copyright infringement, or the intellectual property rights thereof have been otherwise violated, please provide Meashots with notice of such infringement in the manner described under Notice and Procedure for Making Claims of Infringement in the Terms of Use.

6. Confidential Information

The member acknowledges that the Confidential Information (as defined below) which the member obtains through the entering into this Agreement and the use of the Site constitutes valuable, confidential, proprietary information of Meashots and the licensors thereof, and the member agrees that during the term hereof and thereafter the member shall not, without the express written consent of Meashots, use or disclose to any other person any such Confidential Information, except as specifically authorized hereunder or as required by applicable law or a court order.

For the purposes of this Agreement, "Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of Meashots and its, members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property.

7. Indemnity

The member agrees to indemnify, defend and hold Meashots and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the " Meashots Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees on a solicitor and client basis) incurred by any Meashots Party in connection with: (i) any use or alleged use of the Site under the member’s Member Name by any person, whether or not authorized by the member; (ii) or resulting from any communication made or Content uploaded under the member’s Member Name; or (iii) any breach by the member hereof. Meashots reserves the right, at the member’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the member, and in such case, the member agrees to cooperate with Meashots’ defense of such claim/s.

8. Term and Termination

This Agreement is effective until terminated. The member may terminate this Agreement at any time by emailing support@meashots.com or by such other means of written notice acceptable to Meashots which enables confirmation of the member’s identity and intention thereof to terminate this Agreement. Meashots reserves the right, in the sole discretion thereof, to restrict, suspend or terminate the member’s right to access the membership portions of the Site at any time for any reason without prior notice or liability. Meashots may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability. Meashots may also terminate or suspend the member’s access to the membership portions of the Site for inactivity, which is defined as failing to access the membership portions of the Site for an extended period of time, as reasonably determined by Meashots.

Termination of this Membership Agreement does not relieve the member of the responsibilities thereof to pay any amounts due to Meashots hereunder or the member’s obligations to not use the membership portions of the Site or any Content other than in the manner permitted hereunder or any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement). Termination hereof shall operate without prejudice to the Meashots’ rights, defenses and limitations of liability provided hereunder, which rights, defenses and limitations of liability shall survive termination hereof.

Upon termination of the member’s access to the membership portions of the Site, the member agrees to forfeit all download credits remaining in the account thereof.

9. DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN "AS IS" BASIS WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MEASHOTS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET THE MEMBER”S REQUIREMENTS OR THAT THE MEMBER”S USE WILL BE UNINTERRUPTED OR ERROR FREE.

MEASHOTS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOAD THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

10. LIMITATION OF LIABILITY

THE MEMBER ASSUMES ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL MEASHOTS OR ANY OF DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS THEREOF BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER, OUT OF OR OTHER WISE APPERTAINING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE MEMBER”S USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO THE MEMBER HEREUNDER, EVEN IF MEASHOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, MEASHOTS” TOTAL MAXIMUM AGGREGATE LIABILITY HEREUNDER OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED ($100.00) UNITED STATES DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE MEMBER IN SUCH A CASE. IN SUCH JURISDICTIONS, THE LIABILITY OF MEASHOTS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11. Age and Responsibility

The member represents and warrants that the member is of sufficient legal age, which is at least eighteen (18) years, to use the Site and to create binding legal obligations for any liability the member may incur as a result of the use of the Site.

The member agrees to be responsible for all use of the Site (as well as for use of the member’s User Name and password(s) by others, including without limitation, minors living with the member). The member agrees to supervise all usage by minors of the Site under the member’s name or account.

12. Applicable Law and Dispute Resolution

A. Applicable Law

The formation, validity, interpretation, execution, breach, termination and enforcement as well as any matter in any manner related to this Agreement shall be governed by the laws of the UAE (without reference to the choice of law doctrine).

B. Dispute Resolution

Any legal action or proceeding concerning the formation, validity, execution, interpretation, breach, termination and/or enforcement of this Agreement as well as any and all matters arising out of or in any manner related hereto shall be resolved in pursuance to the arbitration rules of the Cairo Regional Center for International Commercial Arbitration in effect when the arbitration request is filed. The arbitration panel shall be formed of a sole arbitrator to be appointed by the Center without any interference from the Parties whom hereby agree to waive any right of appointment of the arbitrator to the benefit of the Center. The seat of arbitration shall be UAE. The venue of the arbitration shall be Cairo, Egypt. The language of the arbitration shall be the English language. The award shall be issued in the English language accompanied by an Arabic translation made by the Center. The award shall be final and binding on both Parties. The losing Party shall bear all costs and expenses related to the arbitration including without limitation to attorney’s and legal representation fees.

In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Meashots, Meashots will promptly file a complaint with the competent authorities in the UAE.

C. Notices

You agree that service of process in any actions, controversies and disputes arising from or relating to this Agreement may be effected by email or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party; however, nothing herein shall affect the right to effect service of process in any other manner permitted by law.

13. General

The member specifically agrees and acknowledges that the member has, in addition to the terms of this Agreement, reviewed the terms of the Terms Of Use, the Privacy Policy and any other agreement/s which may be incorporated by reference under any of the said Agreements, and to the extent of their incorporation herein the member agrees to be bound by them.

Meashots’ failure to insist upon or enforce strict performance of any provision hereof shall not be construed as a waiver of any provision or right.

If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. This Agreement is personal to the member and is not assignable thereby without Meashots’ prior written consent which Meashots may withhold upon its sole discretion. Meashots may assign this Agreement without the member’s consent to any other party so long as such party agrees to be bound by its terms.

14. Language/s of the Agreement

This Agreement is drawn originally in the English language and Meashots furnishes an accompanied translation hereto in the Arabic language. However, such translation is furnished for convenience purposes only; in case of any inconsistency and/or discrepancy between both languages the prevailing language shall be the English language.

15. Contact

If you have concerns relating hereto, to the Privacy Policy and/or the Terms Of Use, please contact Meashots Support at support@meashots.com or our Legal Department at legal@meashots.com or through prepaid mail to Dubai Media City, Building 8, Office EO 55, First Floor, Dubai, UAE. PO Box:502068 or to Polygon, Bldg 6, Office 2/D1, Sodic West, KM38 Cairo - Alex Rd., Giza, Egypt. 

16. Acknowledgement

 

THE MEMBER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF MEASHOTS AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND MEASHOTS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND MEASHOTS RELATING TO THE SUBJECT HEREOF.