Updated: June 20, 2007

Terms of Sale

Welcome to Kiwee! Kiwee is operated by AGCM, Inc. (referred to herein as "Kiwee", "we", "us" or "our"). Before purchasing content from our site, take a minute to ensure that you understand the legal terms governing your transaction. By downloading or using any products, services or memberships offered through our service (the "Service"), you agree to abide by all of the terms and conditions of this Terms of Sale Agreement, as well as the Privacy Policy and Terms of Service posted on the site (collectively the "Agreement").

a. We hereby grant you a limited license to download the materials provided on the Service, and to make derivative works from certain of those material using the features available on the Service (materials and features are collectively the "Materials") solely for your personal, non-commercial use, subject to this Agreement. We forbid all other uses of the Service or Materials. Any copy of the Materials (or any portion of the Materials) that you make must retain all copyright and other proprietary notices contained in the original version available on the Service. We forbid you to frame the Service or Materials or post the Materials in other locations. PLEASE NOTE that the design and layout of the Service are not included in the Materials and you may not copy them for any reason.

b. The products, technology, and processes described or used on the Service may be the subject of intellectual property rights reserved by us or by other third parties. Except for the limited license granted above, nothing contained in this Agreement may be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any of our intellectual property rights or those of any third party.

c. The contents of the Service are for your personal, noncommercial use. All items published on the Service (including, but not limited to, photographs, graphics, images, illustrations, sound clips and flash animation, also known as the "Content") are protected by copyright, and owned or controlled by us or our affiliates, or the party credited as the provider of the Content. You will abide by all additional copyright restrictions contained in any Content accessed through the Service.

d. All of the Materials and Content available on the Service are protected by copyright pursuant to U.S. and international copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Materials or Content or the Service in whole or in part, except as otherwise provided in this Agreement.

a. We may change, suspend or discontinue any part of the Service, including removal of any feature or Content. We may also impose limits on certain features, services or content, or restrict your access to parts or all of the Service or Content without notice.

a. In order to use any products or services you must establish a Windows Live™ ID account. We have access to certain personally identifiable information contained in that account. We also have access to any text you insert into the Materials ("Added Information"). We will protect any personally identifiable information or added information in accordance with our Privacy Policy. You are responsible for:

i. keeping all of your personal information up to date and

ii. maintaining the confidentiality of all personal information and passwords associated with the Service.

b. You may not use an account of another person with the intent to impersonate that person, or use an account to which another person has rights without such person's authorization. Such acts are a breach of this Agreement, which may result in immediate termination of your account.

c. You must notify us of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information.

d. You are responsible for all usage or activity on your account, including the use of the account by any third party you authorized to use your password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law enforcement agencies. We reserve the right to disclose any personally identifiable information or Added Information associated with your account to third parties in the course of investigating abuse of the Service, and to forward such information to appropriate law enforcement agencies, as set forth in our Privacy Policy.

a. You are responsible for paying any and all fees and charges incurred through use of the Service at the rates in effect for the billing period in which you incur the fees and charges, including, but not limited to, charges for any products or services offered for sale through the Service by any vendor or service provider. All prices we list include VAT. ALL SALES ARE FINAL. NO REFUNDS ARE AVAILABLE.

b. If you are under the age of eighteen and wish to puchase the Service, you MUST have the permission of the owner of the payment method you use to pay. By purchasing the Service, you represent that you have such permission. We are not responsible for purchases made without permission and NO REFUNDS ARE AVAILABLE.

a. Credit Card. If you purchase a subscription to the Service (for example, a Winks Pass) with a credit card, we will automatically charge the then-current price directly to your credit card monthly until you cancel.If you purchase an individual product (for example, a single Wink) with a credit card, we will automatically make a one-time charge for the then-current price of the product to your credit card.

b. PayPal. If you purchase a subscription to the Service (for example, a Winks Pass), we will automatically charge the then-current price to your PayPal account monthly until you cancel. If you purchase an individual product (for example, a single Wink) with a credit card, we will automatically make a one-time charge for the then-current price of the product to your PayPal account.

c. Direct Debit. If you purchase a subscription to the Service (for example, a Winks Pass), we will automatically debit the account the then-current price on a monthly basis. If you purchase an individual product (for example, a single Wink) with a credit card, we will automatically make a one-time debit from your account for the then-current price of the product.

d. Debit Card. If you purchase a subscription to the Service (for example, a Winks Pass), we will automatically debit the account linked to the debit card the then-current price on a monthly basis. If you purchase an individual product (for example, a single Wink) with a credit card, we will automatically make a one-time charge for the then-current price of the product to your debit card.

a. If you subscribe to the Service, we will charge a monthly subscription fee to the method of payment you choose. You may cancel your subscription at any time; however, because we do not provide refunds for the Service, cancellation will result in the termination of the Service on the day that you would otherwise have been billed for the Service, had you not cancelled. In other words, after termination, you will still have access to the Service until your next scheduled billing date.

b. We will charge your method of payment automatically each month unless you cancel the Service. Instructions on how to cancel are located in Section 7 of this Agreement.

a. To cancel your subscription, please visit the "My Account" page and choose the My Winks PASS option.

a. We shall have the right to revise these Terms at any time by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this Site to determine the then-current Terms to which you are bound.

a. All information and software provided through the Service is and will remain our sole and exclusive property or that of our affiliates. You will not publish, broadcast, retransmit, or otherwise reproduce the information or software in any medium, except that you may transmit personalized messages by electronic mail for personal, noncommercial purposes.

a. You represent, warrant and covenant that no materials of any kind submitted by you or any user of your account will violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, or contain libelous or otherwise unlawful material. You will indemnify and defend us and our affiliates, and all officers, directors, owners, agents, Content providers, licensors, and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, in connection with any claim arising out of any breach by you or any user of your account of this Agreement or the foregoing representations, warranties and covenants. You must cooperate as fully as reasonably required in defense of any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

b. Neither we nor our affiliates represent or endorse the accuracy or reliability of any opinion, statement, or other information displayed or distributed through the Service by any users, information provider or any other person or entity. You acknowledge that any reliance upon any such opinion, statement or other information is at your sole risk.

a. WE PROVIDE THE MATERIALS, INFORMATION, AND SERVICES PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY MATERIALS, INFORMATION, OR SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY DATA, TEXT, IMAGES, SOUNDS, OR COMPUTER PROGRAMS (INCLUDING COLLECTIONS AND COMPILATIONS OF THEM)) OR AGAINST INFRINGEMENT. WE ARE NOT RESPONSIBLE FOR ANY FAILURE OF ELECTRONIC COMMUNICATIONS SENT THROUGH THE SERVICE TO REACH THEIR INTENDED RECIPIENTS OR TO REACH SUCH RECIPIENTS ON THE DATE SPECIFIED BY THE SENDER. THE MATERIALS AVAILABLE ON THE SERVICE ARE SUBJECT TO CHANGE WITHOUT NOTICE.

b. NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES OR AFFILIATES ARE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE WEB SITE OR SERVICES, OR FROM YOUR RELIANCE ON ANY INFORMATION PROVIDED ON THE WEB SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT IS FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT KIWEE AND ITS AFFILIATES' AGGREGATE LIABILITY WILL NOT EXCEED €100.

c. NEITHER WE NOR OUR AFFILIATES TAKE ANY RESPONSIBILITY OR ASSUME ANY LIABILITY FOR ANY CONTENT UPLOADED OR OTHERWISE TRANSMITTED BY YOU OR ANY THIRD PARTY, OR FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, INDECENCY, LEWDNESS, HARASSMENT, THREATS, ABUSE, OR PROFANITY YOU MAY ENCOUNTER IN USING THE SERVICES. YOU AGREE TO HOLD HARMLESS KIWEE AND ITS AFFILIATES, AND PARTIES WITH WHOM KIWEE HAS CONTRACTED FOR PURPOSES OF HOSTING OR MAINTAINING THIS WEB SITE AND SERVICE, FROM ALL CLAIMS BASED UPON COMMUNICATIONS OR MATERIALS MADE AVAILABLE BY YOU ON THE WEB SITE AND SERVICE.

a. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the United Kingdom, except for its conflicts of law rules and principles to the extent that such rules would require or permit the application of the laws of another jurisdiction. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with the said Rules. Such arbitration shall take place at a mutually agreeable location in the City of London and be conducted in the English language. Any arbitration hereunder shall be conducted on an individual basis only, and not on behalf of any class or group of similarly situated persons.

Kiwee™ is a service of AGCM, Inc. Copyright © and ™ 2007, AGCM, Inc. All rights reserved.