USER AGREEMENT

By using the services available from the domain and sub-domains of www.arefuge.com (the "Site") you agree to be bound by all of the terms of this USER AGREEMENT ("Agreement") as set forth below, whether you are a "Visitor", which means that you simply browse the Website, or you are a "Member", which means that you have registered with www.arefuge.com). (You and the Site may be referred to throughout this Agreement individually as "party" and collectively as "the parties"). This Agreement is effective upon your acceptance by clicking "I Accept" below and will continue to be in effect after your membership in the Site terminates.

1. YOUR PERMITTED USES OF THE SITE

1.1 The Site is an online magazine covering music, art, fashion, and entertainment dedicated to the support of established musicians and other artists of integrity and value. It is also a social networking service that allows members to create unique personal profiles online in order to find and communicate with other members. Should you become a member of the Site, your use of it can include any or all of the following: (1) viewing the content on the Site; (2) creating a personal profile that can be posted on the site for other members to view, including information such as writing, pictures, music, or videos; and (3) converse with other members through the Site; and (4) participate in group discussions or blogs on various issues presented on the Site. You are permitted to use the Site only for its intended purpose.

1.2 Use of and membership in the Site is void where prohibited. By using the Site, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the Site does not violate any applicable law or regulation. Your profile may be deleted and your membership may be terminated without warning, if we believe that you are under 14 years of age.

1.3 When you sign up to become a member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another member at any time or to disclose your password to any third party. You agree to notify the Site immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

2. PROHIBITED USES OF THE SITE

While using the Site, you will not:

2.1 Violate any laws, rights of any third party, including other members of the Site, or any policies of the Site that may from time to time be promulgated;

2.2 Use the Site if you are not able to form legally binding contracts, are under the age of 14, or are temporarily or indefinitely suspended from the Site;

2.3 Post in your profile: telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter.

2.4 Post to the Site false, inaccurate, misleading, defamatory, or libelous content;

2.5 Transfer your membership account or identifying information to another party without our consent;

2.6 Distribute or post spam, chain letters, or pyramid schemes;

2.7 Distribute viruses or any other technologies that may harm the Site, or the interests or property of members of the Site;

2.8 Covering or obscuring the banner advertisements on your personal profile page, or any Site page via HTML/CSS or any other means;

2.9 Any automated use of the system, such as using scripts to add friends;

2.10 Interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site;

2.11 Copy, modify, or distribute content from the Site, except as expressly permitted pursuant to this Agreement; or

2.12 Harvest or otherwise collect information about members of the Site, including email addresses, without their consent.

In addition to the foregoing, the Site is for the personal use of members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by the Site. Illegal and/or unauthorized use of the Sites, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from member profiles without notice and may result in termination of membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Site.

3. ABUSE OF THE SITE

3.1 Despite the prohibitions on certain uses set forth in this Agreement, information provided by other Members, for instance, in their Profile, may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services. You will not hold the Site or its officers, directors, agents, subsidiaries, joint ventures and employees liable or responsible for any such material. If you become aware of misuses of the Site by any person, please contact the Site or click on the "Report Site Abuse" link at the bottom of any Site page.

3.2 Please report problems, offensive content, and policy violations to us. Without limiting other remedies, we may limit, suspend, or terminate our service and any member’s account, prohibit access to the Site, remove hosted content, and take technical and legal steps to keep users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed member accounts.

3.3 We may delete any Content that in our sole judgment violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. The Site assumes no responsibility for monitoring for inappropriate Content or conduct. If at any time the Site chooses, in its sole discretion, to monitor for such material, we nonetheless assume no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the member submitting any such material.

3.4 You are solely responsible for the Content that you post on or through any of the Site, and any material or information that you transmit to other members and for your interactions with other members or visitors. The Site does not endorse and has no control over the Content. Content is not necessarily reviewed by the Site prior to posting and does not necessarily reflect the opinions or policies of the Site. The Site makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other members.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 By displaying or publishing posting any content, including, but not limited to, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials (collectively, "Content") on or through the Site, you hereby grant to the Site a non-exclusive, fully-paid and royalty-free license to use and distribute such Content on and throughout the Site, including in such a manner that will permit the Content to be viewed by members and visitors of the Site. This license will terminate at the time you remove such Content from the Site or it is removed by us for the reasons set forth in this Agreement. You represent and warrant that: (i) you own the Content posted by you on or through the Site or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Site does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Site.

4.2 The Site contains Content of www.arefuge.com ("the Site Content"). The Site Content is protected by copyright, trademark, patent, trade secret and other laws, and the Site owns and retains all rights in the Site Content and the Site. The Site hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the Site Content, excluding any software code, solely for your personal use in connection with viewing the Site and using the Site.
4.3 The Site contains Content of members and other licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Site.

5. RESOLUTION OF DISPUTES

5.1 Disputes Between You and the Site

5.1.1 If a dispute arises between you and the Site, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and the Site agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or the Site (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to (URL). We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

5.1.2 Law and Forum for Disputes #8211; This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against the Site must be resolved by a court located in Los Angeles County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes.

5.1.3 Arbitration Option #8211; For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

5.2 Disputes Between You and Another Member or Third Party

You will not hold the Site responsible for other members’ actions or inactions, including things they post to the Site. If you have a dispute with one or more members, you release the Site and its officers, directors, agents, subsidiaries, joint ventures and employees from claims, demands and damages, actual and consequential, of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

5.3 Indemnification

You will indemnify and hold the Site and its officers, directors, agents, subsidiaries, joint ventures and employees harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

6. GENERAL PROVISIONS

6.1 Transfer of Contractual Interests

Neither party to this Agreement, nor any assignee or successor in interest of any party, may voluntarily sell, assign, give, pledge, hypothecate, encumber or otherwise transfer any of its rights and obligations under this Agreement, or enter into any agreement as a result of which any other person or entity shall have any rights or obligations hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

6.2 Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, letter agreements, preliminary agreements or understandings, written or oral. There are no representations and warranties of the parties except as specifically stated in this Agreement. This Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed by the parties.

6.3 Binding Effect and Benefit of Agreement

This Agreement shall be binding upon, and shall insure to the benefit of, the parties hereto and their respective successors in interest and permitted assigns.

6.4 Severability

If any term or provision of this Agreement or the application thereof to any circumstance shall be held invalid or unenforceable, such term or provision shall be ineffective but shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

6.5 No Waiver

No consent or waiver, express or implied, by a party in the performance by the other party to or of any breach or default by the other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations of such other party hereunder. The giving of consent by a party in any one instance shall not limit or waive the necessity to obtain such party’s consent in any future instance. No waiver of any rights under this Agreement shall be binding unless it is in writing signed by the party waiving such rights.

6.6 Parties’ Relationships

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

6.7 Interpretation

As used in this Agreement, the masculine gender shall include the feminine or neuter gender, and the plural shall include the singular wherever appropriate. The titles of the Articles and Sections herein have been inserted as a matter of convenience of reference only and shall not control or affect the meaning or construction of any of the terms or provisions hereof.

6.8 Attorneys’ Fees and Costs

If either party resorts to legal action related in any manner to this Agreement or the performance by any party of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in such action.

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