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TERMS & CONDITIONS OF SALE -- VERSION DATE: May 2010

1. SCOPE & APPLICATION; RETURN POLICY

1.1 THESE TERMS OF SALE ("TERMS") APPLY TO ALL OFFERS, SALES AND PURCHASES OF PRODUCTS ("PRODUCTS") OR SERVICES ("SERVICES") WHICH ARE SOLD THROUGH THE WEBSITE ON WHICH WE POST THESE CONDITIONS ("SITE") BY US, ME&YOU VIDEO, LLC (REFERENCES TO "US", "WE" OR "OUR" BEING CONSTRUED ACCORDINGLY) THE SELLER, TO YOU, THE PURCHASER (REFERENCES TO "YOU" OR "YOUR" BEING CONSTRUED ACCORDINGLY).

1.2 ALL PURCHASES ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE., EXCEPT AS SPECIFIED IN THE APPLICABLE RETURNS POLICY SET FORTH BELOW.

1.3 Original sales receipt must accompany returns of any Products. Services may not be returned.

We accept returns of Products for exchange 5 calendar days after delivery of the Product in the case of DAMAGED or DEFECTIVE Products only. No other returns of Products are permitted. At our sole discretion after 5 calendar days, we will offer an exchange only. Products must be in "new, unaltered and unused condition".

Definition of new, unaltered and unused condition is:

* -without showing signs of use, wear or damage in any way;

* -within 5 calendar days of the delivery date (after 5 days no returns are allowed);

* -must not be a special order or a custom order.

Exchanges are contingent upon inspection of Product(s) once we receive it. You MUST contact us within 5 days if you intend to return ANY Product back to our store. Products returned to us AFTER 5 days and WITHOUT contacting us will NOT be exchanged. You are responsible for all shipping costs if we are not at fault.

2. OFFER, ACKNOWLEDGMENT AND ACCEPTANCE

2.1 Any prices, quotations and descriptions made or referred to on this Site are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order (as described below).

2.2 While we make every effort to ensure that items appearing on the Site are available, we cannot guarantee that all items are in stock or immediately available when you submit your order. We may reject your order (without liability) if we are unable to process or fulfill it. If this is the case, we will refund any prior payment that you have made for that item.

2.3 An order submitted by you constitutes an offer by you to us to purchase Products or Services on these Terms and is subject to our subsequent acceptance.

2.4 Our acceptance of your order takes effect and the contract concluded at the point where such offer is expressly accepted by us dispatching your order/commencing Services and accepting your credit card or other payment ("Acceptance").

3. YOUR REPRESENTATIONS; RESTRICTIONS ON USE

3.1 You represent that information provided by you when placing your order is up-to-date materially accurate and is sufficient for us to fulfill your order.

3.2 You are responsible for maintaining and promptly updating your account information with us for accuracy and completeness and keeping such information (and any passwords given to you for the purposes of accessing the Site and/or purchasing Products or Services) secure against unauthorized access.

3.3 You understand that the Products and Services being sold to you hereunder are for your private personal viewing and use only, and you may not reproduce, copy, edit, assign, sell, give away, publish, distribute, or otherwise transfer or make available to others the Products or Services at any time in any manner. Any violation of this provision by you may be vigorously prosecuted by us to the fullest extent of the law.

3.4 The content of the Products and Services and all intellectual property rights contained therein are owned by Me&You Video, LLC. By purchasing the Products and/or Services you are not purchasing any of the intellectual property rights in the content of the Products or Services, and as such you do not own the content of the Products and Services. You may not use the Products or Services in any way that is competitive with us or to compete with us in any way, and you may use the Products and Services only in a manner that is consistent with these Terms.

4. PRICE AND TERMS OF PAYMENT

4.1 Prices payable for Products or Services are those in effect at the time of dispatch or delivery, unless otherwise expressly agreed. Prices may be indicated on the Site or an order acknowledgement but the authoritative price in the event of any discrepancy, is the price that is notified to you on our Acceptance.

4.2 We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs. We also reserve the right to notify you of any mistakes in Product descriptions or errors in pricing prior to product dispatch. In such event if you choose to continue with fulfillment of the order, you acknowledge that the Product or Service will be provided in accordance with such revised description or corrected price.

4.3 Unless otherwise specified, prices quoted are:

4.3.1 exclusive of the costs of shipping or carriage to the agreed place of delivery (charges for which are calculated at the time of purchase); and

4.3.2 exclusive of any tax or duty which (where applicable) must be added to the price payable.

You agree to pay for taxes, shipping or carriage of Products as such costs are specified by us on the Site when you submit your purchase order. You shall be responsible for paying any use (or other) taxes that are required on your purchase in the State where you live.

4.4 Payment shall be made prior to delivery and by such methods as are indicated on the Site.

4.5 Except as expressly provided elsewhere in these Terms or the Site, payment may be taken in full.

4.6 We will charge credit or debit cards within one business day of purchase of the Product or commencement of the Services. We reserve the right to verify credit or debit card payments prior to Acceptance. In the event a credit or debit card is declined after the Product or Service has been downloaded by you, we reserve the right to deny access to the Products or Services at such time.

4.7 Where the payment is invoiced, each invoice shall be due on and made in full within thirty (30) days of the date of relevant invoice. If at any time you fail to pay any amount due on the relevant due date, we may by notice declare all invoiced amounts unpaid at that date to be immediately due and payable.

4.8 No counterclaim or set-off may be deducted from any payment due without our written consent. We may also take action against you for the price of Products at any time after payment has become due even though property in those Products may not yet have passed to you.

4.9 Any extension of credit allowed to you may be changed or withdrawn at any time. Interest shall be chargeable on overdue amounts accruing on a daily basis at the maximum amount permitted under applicable law from the due date for payment until our receipt of the full amount (whether before or after judgment). You shall indemnify us on demand against any out of pocket expenses incurred in relation to recovery of any overdue amounts.

5. TERMINATION

5.1 If you commit an act of bankruptcy or enter into a deed of arrangement with creditors or a court order for winding-up is made against you or you take or suffer any similar action in consequence of debt or we have cause to believe that you are unable to pay your debts as they fall due; or you fail to pay any amount by the due date or breach any of these Terms then, without prejudice to any of our other rights, we may:-

5.1.1 stop any Products in transit; and/or

5.1.2 suspend further Product deliveries; and/or

5.1.3 stop or suspend provision of Services; and/or

5.1.4 by written notice to you terminate your order and all or any other contracts between us and you.

6. DELIVERY AND RISK

6.1 Delivery timescales/dates specified on the Site, in any order acknowledgement, acceptance or elsewhere are estimates only. While we endeavor to meet such timescales or dates, we do not undertake to dispatch Products and/or commence Services by a particular date or dates and shall not be liable to you in respect of delays or failure to do so.

6.2 Delivery shall be to a valid address submitted by you and subject to Acceptance ("Delivery Address"). You must check the Delivery Address on any acknowledgement or acceptance we provide and notify us without delay of errors or omissions. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order.

6.3 If you refuse or fail to take delivery of Products provided in accordance with these Terms, any risk of loss or damage to the Products shall nonetheless pass and without prejudice to any other rights or remedies we have we shall be entitled to immediate payment in full for the Products or Services delivered.

6.4 Save as otherwise provided in these Terms, risk of loss of or damage to the Products passes to you on delivery or when placed in your possession, whichever shall occur first.

6.5 Due to the nature of Internet stability, service interruptions may occur. No full, partial, or prorated refunds will be made as adjustment for any such service interruption. You hereby acknowledge that changes in the nature of the Services that may be offered under these Terms that are beyond our control do not constitute grounds for any full or partial refund of any fees paid.

7. REJECTION, DAMAGE OR LOSS IN TRANSIT

7.1 Except as set out above and subject to any rights you have under applicable law that cannot be excluded or limited by these Terms:

7.1.1 we shall not be liable and you shall not be entitled to reject Products or Services, except for:

 

(a) defects in Products (not being defects caused by any act, neglect or default on your part) notified in writing to us within 5 days of receipt of the Products.

(b) defective performance of Services (not being defects caused by any act, neglect or default on your part) where notified in writing to us within 5 days of such defect becoming apparent.

7.1.2 we shall not be liable for any damage or losses arising from defective installation of the Products; from the use of the Products in connection with other defective, unsuitable or defectively installed equipment; your negligence; improper use or use in any manner inconsistent with the manufacturer's specifications or instructions.

7.1.3 where these is a failure to deliver, or any defect in or damage to a Product or Service, we may at our option:

(a) (in the case of Product non-delivery) make good any such non-delivery and/or

(b) in the case of failure to perform or defective performance of a Service, make good such failure or defective performance; and/or

(c) in the case of damage or any defect(s) in the Product, we will replace the Product with the same or similar Product upon you returning the Product to us in accordance with the applicable Returns Policy set forth above.

8. LIABILITY LIMITATION

TO THE MAXIMUM EXTENT LEGALLY PERMITTED, WHETHER OR NOT WE WERE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE (1) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE COST OF THE PRODUCTS OR SERVICES YOU ORDERED AND (2) WE SHALL NOT BE LIABLE FOR SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST OF DATA OR INFORMATION, SERVICE INTERRUPTIONS OR COST OF COVER, REGARDLESS OF CAUSE OR FAULT.

9. THIRD PARTY RIGHTS

To the fullest extent permitted by law, we shall have no liability to you in the event of the Products or Services infringing or being alleged to infringe the proprietary rights of any third party.

10. WARRANTY -- "AS IS, WHERE IS, WITH ALL FAULTS”;

10.1 All Product and Services specifications, illustrations and other information on the Site or made available by us are intended to represent no more than a general illustration of the Products and Services and do not constitute a warranty or representation by us that the Products or Services will conform with the same.

10.2 Your rights of repair or replacement of any Products which are found to be defective will (except where agreed otherwise) be negated or rendered void where:

10.2.1 defective Product or Products have not been returned together with full details in writing of the alleged defects within 5 days from the date on which such Products were delivered; and/or

10.2.2 defects are due (wholly or partially) to mistreatment, improper use or storage or maintenance or installation, or failure to observe any instructions or other directions issued or made available by us in connection with the delivered Products.

10.3 THE PRODUCTS AND SERVICES ARE BEING SOLD HEREUNDER AS IS, WHERE IS AND WITH ALL FAULTS AND WE MAKE NO EXPRESS WARRANTIES OR REPRESENTATIONS TO YOU OF ANY KIND. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THESE TERMS STATE YOUR SOLE AND EXCLUSIVE REMEDIES.

11. NOTICES

11.1 Any notice or other communications in relation to our contract may be given by sending the same by hand delivery, pre-paid post, fax or e-mail to the latest address and contact that one party has notified in writing to the other. This will also be the address for service of legal proceedings in the manner prescribed by law. Except as set out above in relation to cancellation of consumer orders, such notices or communications (where properly addressed) shall be considered received:

11.1.1 In relation to hand delivery, on the date of delivery at the relevant address (or, if this is not a working date, the first working date thereafter);

11.1.2 If posted, 5 working days after the date of posting;

11.1.3 If by fax, on the date of the transmission as evidenced by a successful transmission contact report (or, if this is not a working date, the first working date thereafter).

11.1.4 If sent by email, on the earliest of (i) the email being acknowledged by the recipient as received; (ii) receipt by the sender of an automated message indicating successful delivery or the email having been opened; or (iii) the expiry of 48 hours after transmission, provided that the sender has not received notification of unsuccessful transmission.

12. PERSONAL INFORMATION AND YOUR PRIVACY

12.1 We will observe applicable data protection laws and will not use information that does or can be used to personally identify you ("Personal Data") you other than as set out in our Privacy Statement ("Privacy Statement"). By submitting your Personal Data in relation to your order, you consent to such Personal Data being processed to fulfill your order and in accordance with such Privacy Statement.

12.2 In relation to security of orders that you place with us, our (and our third party payment processor’s) secure-server software encrypts all your Personal Data. This means that the characters that you enter are converted into pieces of code that are then securely transmitted over the Internet. In addition, we use what we believe to be a reputable third party payment processor for processing transactions and for receiving payment information, including your credit or debit card numbers. As a result, we do not assume any liability related to information that is processed by such third party.

13. GENERAL

13.1 You shall not assign, transfer, charge or make over or purport to assign, transfer, charge to or make over your rights under these Terms. The subject headings of the articles and sections are for convenience only and shall not affect the construction or interpretation of any of its provisions.

13.2 We shall not be liable to you nor held in breach of contract for any loss or damage which may be suffered as a direct or indirect result of us being prevented, hindered or delayed in the performance by reason of any circumstances beyond our reasonable control including (but not limited to) any act of God, war, riot, civil commotion, government action, explosion, fire, flood, storm, accident, strike, lock-out, trade dispute or labor disturbance, breakdown of plant or machinery, interruption in the supply of power or materials and in such event we may elect to cancel your order and refund any payments made.

13.3 You acknowledge that these Terms supersede and cancel all previous contracts, agreements and working arrangements whether oral or written, express or implied, between us. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. To the fullest extent permitted under applicable law, we reserve the right to modify these Terms upon prior written notice to you with effect for the future - subject to your right to reject, by way of written notice, our modifications to these Terms with respect to any orders for which Acceptance, but not yet fulfillment, has occurred.

13.4 No relaxation, forbearance, delay or indulgence by either you or us in enforcing any of these Terms or the granting of time by either party to the other shall prejudice or restrict such rights and powers.

13.5 No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition.

13.6 If for any reason we determine or a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction:

13.6.1 these Terms will not be affected in other jurisdictions to the extent that such determination or finding has no application; and

13.6.2 in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect.

13.7 All the provisions of these Terms shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of us and you.

14. GOVERNING LAW

The construction validity and performance of these Terms shall be governed by Virginia Law and the parties submit to the exclusive jurisdiction of Arlington, Virginia in the event of legal proceedings arising from any dispute. The language of any dispute resolution procedure or any proceedings will be English.