MEMBERSHIP AGREEMENT

TERMS AND CONDITIONS

This is an enforceable and binding contract ("Agreement") between you and Phat Ass Production Studios Inc. (the "Company"). Please take the time to read the Agreement before registering for the Company's on-line audio-visual production wares (“Services”) at www.PhatAssProduction.ca (the "Website"). By registering, you become a member of the Website (a "Member") and are entitled to Member Services as described elsewhere on our Website. By becoming a Member, you agree to be bound by the terms and conditions of this Agreement (the "Terms") for as long as you continue to be a Member.

The following Terms and Conditions are subject to change by the Company at any time, effective upon notice to you (which notice shall be deemed to have been received upon the posting of an updated Agreement on the Website):

1. Use at Your Own Risk. The Company does not screen Members, users or Contributors registering for or participating in our Services in any way and it does not verify Member or Contributor registration and profile information. Therefore, the Company is not liable for the integrity of statements made by Members or Contributors as to their identity and general background. In addition, the Company disclaims all liability, regardless of the form of action, for the acts or omissions of other Members, Contributors or users (including unauthorized users, or “hackers”) of the Services.

2. Membership. Members must be at least sixteen (16) years of age, and the Company reserves the right to request proof of age; in the event you do not provide proof of age, the Company shall terminate your Membership without any liability or refund to you. Your Membership to the Services is for your sole, personal use, you shall not authorize others to use your Membership, and you shall not assign or otherwise transfer your account/Membership to any other person or entity. Each Member will be allowed only one account at a time, unless special arrangements are made through Group areas. Each Member accepts all responsibility for any written, audible or visual content he or she issues through the Website.

3. Intellectual Property Rights: The Company owns and retains the rights to all Services as provided through this Website. You may not copy, change, re-issue, send, display, stage, or sell said Services.

4. Fees and Payments.

a) You may become a Patron in order to have full access to all Services;

b) Continuous Services Patron: Paid Patron status to the full Services is on a continuous service basis. This means that once you have become a subscribing Patron, your subscription will be automatically renewed and your PayPal account will be charged bi-annually. Patron charges will be processed by PayPal within twenty-four (24) hours after the Paid Patron status is selected.

c) Cancellations: You may cancel your Paid Patron status by going to the _________ section of your account. Simply click on “Account Status” and send an e-mail to Accounting@PhatAssProduction.ca, once received, the auto renewal feature of your account will be disabled. You will not be given a refund for unused time.

d) Subscription costs, rates and related fees may be changed by us at any time and each renewal of your subscription will be at the then-standard renewal rate for the payment period you originally selected when you subscribed. Such information shall be posted on our Website in the Members section.

5. Personal Information Supplied By Member.

a) The personal information you provide the Company will be stored on computers. You consent to the Company, its affiliates, and partners using this information to build a profile of interests, preferences and browsing patterns and to allow you to participate in the Services. You also agree to read, review, comply with, uphold and maintain the Company's Privacy Policy and the terms and conditions thereof. If you are located outside of Canada, please note that the information you provide is being sent to Canada. By becoming a member of the Services, you consent to your data being sent to Canada and to such other third parties and jurisdictions as may be involved in the provision and operation of the Website or Services. Please see Privacy Policy for more detailed information concerning confidentiality.

b) You shall not post any offensive anatomical or sexual references, or offensive sexually suggestive or connotative language, photographs of yourself or others containing nudity or offensive gestures or images. Telephone numbers, street addresses, last names, URLs or e-mail addresses are not permitted on message board posts or Phat Ass Production Studios mail subject lines and you shall not post such information. The Company reserves the right to monitor its Website and/or Services and expunge any material that at the sole discretion of Phat Ass Production Studios Inc. is not permitted under this Agreement. In the event that you do post such information, the Company shall not be liable to you in any manner whatsoever.

6. User Representations, Warranties, Covenants and On-line Conduct. As a Member, you agree that:

a) You shall provide the Company with accurate, current and complete information (including, without limitation, e-mail contact information) about yourself as prompted by our registration forms ("Registration Data"), and to maintain and update such Registration Data to ensure that it is accurate, current and complete. The Company strictly adheres to its Privacy Policy in regard to the personal information you provide to us in the Registration Data.

b) In the event that the Company contacts you by e-mail (at the e-mail address you have provided in your Registration Data) and you do not respond to such e-mail within 30 days, it shall be conclusively determined that the e-mail address you have provided is either inaccurate, or no longer current and the Company is not liable to you in any regard.

c) You must log into the Services at least once every sixty (60) days to ensure your Memberships is kept active. Failing to log in at least every sixty (60) days shall result in the Company having the right to expunge your Membership and purge any of your Registration Data and Profile pursuant to our Privacy Policy.

d) You are solely responsible for the content or information you publish or display (hereinafter, "Posting") in the Website or transmit to other users of the Website. You agree and acknowledge that any information posted or opinions expressed by you are solely yours and in no way is the Company liable for any of these Postings.

e) You shall not post on the Website, or transmit to other users of the Website or employees of the Company, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, human rights and rights of privacy and publicity).

f) You shall use the Website and/or Services in a manner consistent with any and all federal, provincial and municipal applicable laws and regulations.

g) You shall not engage in advertising to, or solicitation of, other users to buy or sell any products or services through the Services. You shall not transmit any chain letters, spam, malware or junk e-mail to other users of the Website.

h) You shall not post, distribute or reproduce, in any way, any copyrighted material, trade-marks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.

i) You are solely responsible for your interactions with other users of the Website. The Company shall not monitor disputes between you and other users of the Services. In the event that irreconcilable disputes arise, both Members and/or users shall be expunged from the Services and shall not be permitted to become Members for a period of three (3) months thereafter.

7. On-Line Content. Opinions, advice, statements, offers, productions wares, or other information or content made available through the Services are those of their respective authors, and not of the Company, and should not necessarily be relied upon. Such authors are solely responsible for such content. The Company does not guarantee the accuracy, completeness or usefulness of any information on the Services and neither adopts nor endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made. Under no circumstances will the Company be responsible for any liability, loss or damage resulting from your reliance on information or other content posted on the Services or transmitted to users of the Services.

8. Offensive Material.

a) It is possible that other users of the Website and Services (including unauthorized users, or "hackers") may post or transmit offensive or obscene materials on the Services and that you may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about you due to your use of the Services, and that the recipient may use such information to harass or injure you. The Company is not responsible for the use of any personal information that you may choose to disclose on the Website. Please carefully select the type of information that you post on the Website or otherwise release to others.

b) The Company reserves the right, but has no obligation, to monitor the materials posted in the public areas of the Website. The Company shall have the right, in its sole discretion, to remove any such material, including, without limitation, material that violates, or is alleged to violate, the law or this Agreement. Notwithstanding this right of the Company, you remain solely responsible for the content of the materials you post in the public areas of the Website and your private communications.

9. Proprietary and Intellectual Property Rights. The Company owns and retains other proprietary rights in the Website and Services. The Website contains the copyrighted material, trade-marks, and other proprietary information of the Company, its affiliates, partners, and licensors. In addition, other users may post copyrighted information, which has copyright protection whether or not it is identified as copyrighted. Except for that information which is in the public domain or for which you have been given permission, you will not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.

10. Complaints. To resolve a complaint regarding the Services, you should first contact customer support at PhatAss@PhatAssProduction.ca Re: Member Complaint.

11. Disclaimer Of Warranties.

a) The Company provides the Services and the Website on an "as is" basis and grants no warranties of any kind, express, implied, statutory, with respect to the Services or the Website. The Company specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not warrant that your use of the Services will be secure, uninterrupted, always available, or error-free, or will meet your requirements, or that any defects in the Services will be corrected.

b) The information, software, products, and services published on this Website may include inaccuracies or typographical errors. The Company may make improvements and/or changes to this site from time to time. The Company, its business partners, their affiliates and/or third party providers and distributors make no representations about the accuracy or suitability of the information, software, products and services contained on this site for any purpose. All information, software, products and services are provided "as is" without warranty of any kind. The Company, its business partners, their affiliates and/or third party providers and distributors hereby disclaim all warranties and conditions, express or implied including implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. As some states or jurisdictions do not allow the disclaimer of implied warranties, the above disclaimer may not apply to you.

12. Indemnity By Member You will defend, indemnify, and hold harmless the Company, its affiliates, partners, parents, subsidiaries, officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable legal fees) relating to or arising out of your use of the Website, including, without limitation for:

a) any breach by you of the Terms;

b) any allegation that any materials that you have submitted to the Company or transmitted to the Services infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party;

c) any other activities in connection with your use of the Services. This indemnity shall be applicable without regard to the negligence of any party including, without limitation, any indemnified person, and include any damages, direct, indirect, incidental and/or consequential, arising out of your use of these Services, including, without limitation, to damages which include but are not limited to physical damages, property damage, bodily injury, illness, disease, emotional distress or discomfort, arising out of you communicating and/or meeting with other users or Members through this Website; and/or

d) in no event will the Company be liable to you for any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of data, loss of programs, cost of procurement of substitute services or service interruptions) arising out of the use of or inability to use the Website, even if the Company, or its agents or representatives know or have been advised of the possibility of such damages.

13. Limitation of Liability. Notwithstanding anything to the contrary contained herein, the Company's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to the Company, for the Website or Services during the continuous term of your active Membership. The Company shall not be liable for any damages, direct, indirect, incidental and/or consequential, arising out of the use of these Services, including, without limitation, to damages arising out of communicating and/or meeting with other Members of these Services, or introduced to you via these Services. Such damages include, without limitation, physical damages, bodily injury and or emotional distress and discomfort.

14. Copyright Policy.

a) License. By posting information or content to any public area of the Services, you automatically grant and represent and warrant that you have the right to grant, to the Company, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, perform, display and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing;

b) You will not unlawfully transmit copyrighted material without a license, express consent, valid defense or fair use exemption to do so. If you submit user content to the Services, whether articles, images, stories, software or other copyrightable material, you must ensure that such content does not infringe the copyrights nor other rights of third parties (such as privacy or publicity rights). You will not use the Services as an instrument of unlawful copyright infringement. We may also, in our sole discretion, decide to terminate your rights to use or access the Services prior to that time if we have a good faith belief that an alleged infringement has occurred; and

c) If you believe that your copyright has been infringed through the use of these Services, please contact us at PhatAss@PhatAssProduction.ca Re: Copyright Infringement. We have no obligation to prosecute or defend any copyright infringements.

15. Termination.

a) Either you or the Company may terminate your Membership at any time, for any reason, effective upon sending written notice to the other party. In addition, the Company may, but is not obligated to, terminate your Membership or subscription, without notice, if you breach or fail to comply with any of the Terms. Upon termination, you shall not be entitled to a refund of any fees previously paid, and the Company shall not be entitled to collect any fees owed by you from the point of termination onward.

b) The Company reserves the right to terminate the Services and/or Website without any obligation of notice to you at any time, and as such, bears no responsibility or liability to you or other users, including refunding you any Patron Fees that you may have paid.

16. General Provisions.

a) This Agreement shall be governed by the laws and courts of the Province of Alberta without regard to its conflicts of law provisions. You agree to personal jurisdiction by, and venue in, the provincial and federal courts in the Province of Alberta, in the City of Calgary;

b) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby excluded;

c) This Agreement, accepted upon registering for Membership, contains the entire agreement between you and the Company, regarding the use of the Website;

d) This Agreement may be amended by the Company upon notice to you (which notice shall be deemed to have been received by you at the time of the Company's posting of an updated version of this Agreement on the Website), or by a writing signed by you and an authorized official of the Company; and

e) Unless otherwise explicitly stated, these Terms will survive termination of your Membership. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.