THE FOLLOWING DESCRIBES THE TERMS BY WHICH GEMM.COM OFFERS YOU ACCESS TO OUR SITE AND SERVICES.

Welcome to the user agreement (the "Agreement" or "User Agreement") for Global Electronic Music Marketplace Inc. ("GEMM") This Agreement describes the terms and conditions applicable to your use of our services available under the domain name gemm.com (the "Site"). The term "user" includes buyers, sellers, affiliates, and anyone else who accesses information on our system for any purpose.

If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our Site; any such use is prohibited and unauthorized You must read, agree with and accept all of the terms and conditions contained in this User Agreement which include those terms and conditions expressly set out below and those incorporated by reference, before you may choose to access and use our Site.

We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a GEMM user. In particular, if you are a seller in GEMM, you must additionally agree to the GEMM Seller Agreement , and if you are a GEMM affiliate, you must additionally agree to the GEMM Affiliate Agreement..

We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. This Agreement may not be otherwise amended except in a writing signed by you and GEMM.

This Agreement is effective on July 1, 2003 for all users.

Eligibility.

Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended GEMM registered users. If you are under the age of 18, you can use this service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our Site.

Further, your GEMM account (including feedback) and User ID may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

GEMM is a marketplace, not a vendor

GEMM is a Marketplace. GEMM is not a vendor, seller, or retail outlet. Instead, the Site acts as a venue to allow anyone to offer, sell, and buy music, books, and videos, and anything related to those categories, from vendors located throughout the world. GEMM offers its users the opportunity to purchase items in a fixed price format. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. We cannot ensure that a buyer or seller will actually complete a transaction.

Release / Disputes

Because we are a venue, in the event that you have a dispute with one or more users, you release GEMM (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Information Control

We do not control the information provided by other users that is made available through our system. You may find other user''s information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using the Site.

Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and GEMM is not responsible for the acts or omissions of users on the Site.

Buying.

As a buyer, you are obligated to complete the transaction with the seller.

Fraud.

Without limiting any other remedies, GEMM may suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with the Site.

Access and Interference.

The Site contains robot exclusion headers and/or other mechanisms for restricting access to information contained in GEMM. Protected information includes but is not limited to contact information pertaining to registered GEMM sellers. The mechanisms prohibit access to amounts of information which exceed normal usage for the purposes of merchandise purchase by a private individual.

Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to GEMM by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.

Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of GEMM and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; (iv) access buyer and seller email addresses and/or any other buyer and seller information for the purpose of solicitation or commercial use; or (v) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

Breach.

Without limiting other remedies, we may limit your activity, immediately remove your purchase orders or item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.

Privacy.

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and we only use your information as described in the Privacy Policy. We view protection of users'' privacy as a very important community principle. We understand clearly that you and your information is one of our most important assets.

We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. Our current Privacy Policy is available at http://gemm.com/info.cgi/privacy . If you object to your Information being transferred or used in this way please do not use our services.

No Warranty.

WE, OUR OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

Liability Limit.

IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Indemnity. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys'' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

Legal Compliance.

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.

No Agency.

You and GEMM are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Notices.

Except as explicitly stated otherwise, any notices shall be given by postal mail to GEMM Attn: Legal Notices P.O. Box 4062, Palm Springs, CA 92263 USA (in the case of GEMM) or to the email address you provide to GEMM during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to GEMM during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

Resolution of Disputes.

In the event a dispute arises between you and GEMM, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and GEMM agree that any claim or controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

Binding Arbitration.

For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or GEMM may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Court.

Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in San Diego County, California. You and GEMM agree to submit to the personal jurisdiction of the courts located within the county of San Diego, California.

All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the first party to file a Claim. Should either party file an action contrary to this Agreement, the other party may recover attorneys'' fees and costs up to $1000, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

General

Each of these policies may be changed from time to time and are effective immediately after we post the changes on the Site, except for the Privacy Policy for which we will provide you with thirty days prior notice. In addition, when using particular services on the Site, you agree that you are subject to any posted policies or rules applicable to services you use through the Site, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.

This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents.

We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.